<PAGE>
As filed with the Securities and Exchange Commission on August 31, 2000
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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 I.R.S. Employer
Jurisdiction of Incorporation) 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.
______________________
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Title of Amount Being Maximum Aggregate Amount of
Securities Being Registered Registered Offering Price Offering Price Registration Fee
Per Share
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 135,000,000 $ 10.00 $1,350,000,000
Common Stock, $.01 par value(1) 5,000,000 $ 12.00 $ 60,000,000 $372,241
Soliciting Dealer Warrants(2) 5,000,000 $0.0008 $ 4,000
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares which are issuable upon exercise of warrants issuable to
Wells Investment Securities, Inc. (the Dealer Manager) or its assignees
pursuant to that certain Warrant Purchase Agreement between the Registrant
and the Dealer Manager.
(2) Represents warrants issuable to the Dealer Manager to purchase 5,000,000
shares pursuant to the Warrant Purchase Agreement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
Up to 125,000,000 shares offered to the public
___________________________________
Wells Real Estate Investment Trust, Inc. (Wells REIT) is a real estate
investment trust. We invest in commercial real estate properties primarily
consisting of high grade office buildings which are leased to large corporate
tenants. We currently own interests in __ office buildings located in __ states.
We are offering and selling to the public up to 125,000,000 shares for $10
per share and up to 10,000,000 shares to be issued pursuant to our dividend
reinvestment plan at a purchase price of $10 per share. An additional 5,000,000
shares are being registered which are reserved for issuance at $12 per share to
participating broker-dealers upon their exercise of warrants.
You must purchase at least 100 shares for $1,000.
--------------------------------------------------------------------------------
The most significant risks relating to your investment include the following:
. lack of a public trading market for the shares
. reliance on Wells Capital, Inc., our advisor, to select properties and
conduct our operations
. authorization of substantial fees to the advisor and its affiliates
. borrowing - which increases the risk of loss of our investments
. conflicts of interest facing the advisor and its affiliates
You should see the complete discussion of the risk factors beginning on page __.
--------------------------------------------------------------------------------
The Offering:
. The shares will be offered on a best efforts basis to investors at $10 per
share.
. We will pay selling commissions to broker-dealers of 7% and a dealer
manager fee for reimbursement of marketing expenses of 2.5% out of the
offering proceeds raised.
. We will invest approximately 84% of the offering proceeds raised in real
estate properties, and the balance will be used to pay fees and expenses.
. The offering will terminate on or before ________, 200__.
Neither the Securities and Exchange Commission, the Attorney General of the
State of New York nor any other state securities regulator has approved or
disapproved of these securities or determined if this prospectus is truthful or
complete. It is a criminal offense if someone tells you otherwise.
The use of projections or forecasts in this offering is prohibited. No one
is permitted to make any oral or written predictions about the cash benefits or
tax consequences you will receive from your investment.
WELLS INVESTMENT SECURITIES, INC.
____________, 200__
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Questions and Answers About this Offering.................................................... 1
Prospectus Summary........................................................................... 9
Risk Factors................................................................................. 16
Investment Risks.......................................................................... 16
Real Estate Risks......................................................................... 20
Federal Income Tax Risks.................................................................. 24
Retirement Plan Risks..................................................................... 24
Suitability Standards........................................................................ 25
Estimated Use of Proceeds.................................................................... 26
Management................................................................................... 28
General................................................................................... 28
Executive Officers and Directors.......................................................... 30
Compensation of Directors................................................................. 34
Independent Director Stock Option Plan.................................................... 34
Independent Director Warrant Plan......................................................... 35
2000 Employee Stock Option Plan........................................................... 36
Limited Liability and Indemnification of Directors, Officers, Employees and other
Agents................................................................................... 37
The Advisor............................................................................... 39
The Advisory Agreement.................................................................... 40
Shareholdings............................................................................. 43
Affiliated Companies...................................................................... 43
Management Decisions...................................................................... 45
Management Compensation...................................................................... 45
Stock Ownership.............................................................................. 49
Conflicts of Interest........................................................................ 50
Interests in Real Estate Programs......................................................... 51
Other Activities of the Advisor and its Affiliates........................................ 51
Competition............................................................................... 52
Affiliated Dealer Manager................................................................. 52
Affiliated Property Manager............................................................... 52
Lack of Separate Representation........................................................... 53
Joint Ventures with Affiliates of the Advisor............................................. 53
Receipt of Fees and Other Compensation by the Advisor and its Affiliates.................. 53
Certain Conflict Resolution Procedures.................................................... 54
Investment Objectives and Criteria........................................................... 55
General................................................................................... 55
Acquisition and Investment Policies....................................................... 56
Development and Construction of Properties................................................ 58
Acquisition of Properties from Wells Development Corporation.............................. 58
Terms of Leases and Tenant Creditworthiness............................................... 60
Joint Venture Investments................................................................. 60
Borrowing Policies........................................................................ 61
Disposition Policies...................................................................... 62
Investment Limitations.................................................................... 63
Change in Investment Objectives and Limitations........................................... 65
Description of Properties.................................................................... 65
General................................................................................... 65
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
Joint Ventures with Affiliates............................................................ 67
The Bake Parkway Building................................................................. 69
The Delphi Building....................................................................... 70
The Avnet Building........................................................................ 70
The Siemens Building...................................................................... 71
The Motorola Building..................................................................... 72
The ASML Building......................................................................... 73
The Dial Building......................................................................... 74
The Metris Building....................................................................... 75
The Cinemark Building..................................................................... 76
The Gartner Building...................................................................... 77
The Marconi Building...................................................................... 78
The Johnson Matthey Building.............................................................. 79
The ABB Richmond Building................................................................. 80
The Sprint Building....................................................................... 81
The EYBL CarTex Building.................................................................. 83
The Matsushita Building................................................................... 84
The AT&T Building......................................................................... 85
The PWC Building.......................................................................... 87
The Cort Furniture Building............................................................... 89
The Fairchild Building.................................................................... 89
The Iomega Building....................................................................... 90
The Interlocken Building.................................................................. 91
The Ohmeda Building....................................................................... 92
The ABB Building.......................................................................... 93
The Lucent Building....................................................................... 94
Property Management Fees.................................................................. 95
Real Estate Loans......................................................................... 96
Management's Discussion and Analysis of Financial Condition and Results of Operations..... 97
Liquidity and Capital Resources........................................................... 98
Cash Flows from Operating Activities...................................................... 99
Cash Flow From Investing Activities....................................................... 99
Cash Flows from Financing Activities...................................................... 99
Results of Operations..................................................................... 100
Subsequent Events......................................................................... 100
Property Operations....................................................................... 100
Inflation................................................................................. 112
Year 2000 Matters Update.................................................................. 112
Prior Performance Summary.................................................................... 113
Publicly Offered Unspecified Real Estate Programs......................................... 114
Federal Income Tax Considerations............................................................ 122
General................................................................................... 122
Requirements for Qualification as a REIT.................................................. 123
Failure to Qualify as a REIT.............................................................. 129
Sale-Leaseback Transactions............................................................... 129
Taxation of U.S. Shareholders............................................................. 129
Treatment of Tax-Exempt Shareholders...................................................... 131
Special Tax Considerations for Non-U.S. Shareholders...................................... 132
Statement of Stock Ownership.............................................................. 134
State and Local Taxation.................................................................. 134
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
Tax Aspects of the Operating Partnership.................................................. 134
ERISA Considerations......................................................................... 137
Plan Asset Considerations................................................................. 138
Other Prohibited Transactions............................................................. 140
Annual Valuation.......................................................................... 140
Description of Shares........................................................................ 141
Common Stock.............................................................................. 141
Preferred Stock........................................................................... 142
Meetings and Special Voting Requirements.................................................. 142
Restriction on Ownership of Shares........................................................ 143
Dividends................................................................................. 144
Dividend Reinvestment Plan................................................................ 144
Share Redemption Program.................................................................. 145
Restrictions on Roll-Up Transactions...................................................... 146
Business Combinations..................................................................... 147
Control Share Acquisitions................................................................ 148
The Operating Partnership Agreement.......................................................... 149
General................................................................................... 149
Capital Contributions..................................................................... 150
Operations................................................................................ 150
Exchange Rights........................................................................... 151
Transferability of Interests.............................................................. 151
Plan of Distribution......................................................................... 152
Supplemental Sales Material.................................................................. 157
Legal Opinions............................................................................... 157
Experts...................................................................................... 158
Audited Financial Statements.............................................................. 158
Unaudited Financial Statements............................................................ 158
Additional Information....................................................................... 158
Glossary..................................................................................... 159
Financial Statements......................................................................... 160
Prior Performance Tables..................................................................... 209
Subscription Agreement................................................................ Exhibit A
Amended and Restated Dividend Reinvestment Plan....................................... Exhibit B
</TABLE>
iii
<PAGE>
Questions and Answers About this Offering
Below we have provided some of the more frequently asked questions and
answers relating to an offering of this type. Please see the "Prospectus
Summary" and the remainder of this prospectus for more detailed information
about this offering.
================================================================================
Q: What is a REIT?
A: In general, a REIT is a company that:
. pays dividends to investors of at least 90% of its taxable income;
. avoids the "double taxation" treatment of income that generally
results from investments in a corporation because a REIT is not
generally subject to federal corporate income taxes on its net income,
provided certain income tax requirements are satisfied;
. combines the capital of many investors to acquire or provide financing
for real estate properties; and
. offers the benefit of a diversified real estate portfolio under
professional management.
================================================================================
Q: What is Wells Real Estate Investment Trust, Inc.?
A: Our REIT is structured as a Maryland corporation formed in 1997 to acquire
commercial real estate properties such as high grade office buildings and
lease them on a triple-net basis to companies that typically have a net
worth in excess of $100,000,000.
================================================================================
Q: Who will choose which real estate properties to invest in?
A: Wells Capital, Inc. (Wells Capital) is our advisor and makes all of our
investment decisions. In addition, our board of directors must approve all
of our acquisitions.
================================================================================
Q: Who is Wells Capital?
A: Wells Capital is a Georgia corporation formed in 1984. As of _________,
2000, Wells Capital had sponsored public real estate programs which have
raised in excess of $_________ from approximately _______ investors and own
and operate a total of __ commercial real estate properties.
================================================================================
Q: Does Wells Capital use any specific criteria when selecting a potential
property acquisition?
A: Yes. Wells Capital generally seeks to acquire office buildings located in
densely populated suburban markets leased to large corporations on a
triple-net basis. Typically, our corporate tenants have net worths in
excess of $100,000,000. Current tenants of public real estate programs
1
<PAGE>
sponsored by Wells Capital include The Coca-Cola Company, Motorola,
Fairchild Technologies, IBM, Lucent Technologies and
PricewaterhouseCoopers.
================================================================================
Q. Do you currently own any real estate properties?
A. Yes. As of the date of this prospectus, our REIT has acquired and owns
interests in 25 real estate properties.
We own the following properties directly:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Tenant Building Type Location
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Delphi Automotive Systems, Inc. Office Building Troy, Michigan
---------------------------------------------------------------------------------------------------------
Avnet, Inc. Office Building Tempe, Arizona
---------------------------------------------------------------------------------------------------------
Motorola, Inc. Office Building Tempe, Arizona
---------------------------------------------------------------------------------------------------------
ASM Lithography, Inc. Office and Warehouse Building Tempe, Arizona
---------------------------------------------------------------------------------------------------------
Dial Corporation Office Building Scottsdale, Arizona
---------------------------------------------------------------------------------------------------------
Metris Direct, Inc. Office Building Tulsa, Oklahoma
---------------------------------------------------------------------------------------------------------
Cinemark USA, Inc. and
The Coca-Cola Company Office Building Plano, Texas
---------------------------------------------------------------------------------------------------------
Marconi Data Systems, Office, Assembly and Wood Dale, Illinois
Inc. Manufacturing Building
---------------------------------------------------------------------------------------------------------
ABB Power Generation, Inc. Office Building Richmond, Virginia
---------------------------------------------------------------------------------------------------------
Matsushita Avionics Office Building Lake Forest, California
Systems Corporation
---------------------------------------------------------------------------------------------------------
Pennsylvania Cellular Office Building Harrisburg, Pennsylvania
Telephone Corp.
---------------------------------------------------------------------------------------------------------
PricewaterhouseCoopers Office Building Tampa, Florida
---------------------------------------------------------------------------------------------------------
</TABLE>
We own interests in the following real estate properties through joint ventures
with affiliates:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Tenant Building Type Location
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Quest Software, Inc. Office Building Irvine, California
---------------------------------------------------------------------------------------------------------
Siemens Automotive Corporation Office Building Troy, Michigan
---------------------------------------------------------------------------------------------------------
Gartner Group, Inc. Office Building Ft. Myers, Florida
---------------------------------------------------------------------------------------------------------
Johnson Matthey, Inc. Research and Development, Tredyffrin Township, Pennsylvania
Office and Warehouse
Building
---------------------------------------------------------------------------------------------------------
Sprint Communications Office Building Leawood, Kansas
Company L.P.
---------------------------------------------------------------------------------------------------------
EYBL CarTex, Inc. Manufacturing and Office Fountain Inn, South Carolina
Building
---------------------------------------------------------------------------------------------------------
Cort Furniture Rental Office and Warehouse Building Fountain Valley, California
Corporation
---------------------------------------------------------------------------------------------------------
Fairchild Technologies Manufacturing and Office Fremont, California
U.S.A., Inc. Building
---------------------------------------------------------------------------------------------------------
Iomega Corporation Office Building Ogden City, Utah
---------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------
ODS Technologies, L.P. and Office Building Broomfield, Colorado
GAIAM, Inc.
---------------------------------------------------------------------------------------------------------
Ohmeda, Inc. Office Building Louisville, Colorado
---------------------------------------------------------------------------------------------------------
ABB Flakt, Inc. Office Building Knoxville, Tennessee
---------------------------------------------------------------------------------------------------------
Lucent Technologies, Inc. Office Building Oklahoma City, Oklahoma
---------------------------------------------------------------------------------------------------------
</TABLE>
If you want to read more detailed information about each of these
properties, see the "Description of Properties" section of this prospectus.
================================================================================
Q: Why do you acquire properties in joint ventures?
A: We acquire some of our properties in joint ventures in order to diversity
our portfolio of properties in terms of geographic region, property type
and industry group of our tenants.
================================================================================
Q: What steps do you take to make sure you purchase environmentally compliant
property?
A: We always obtain a Phase I environmental assessment of each property
purchased. In addition, we generally obtain a representation from the
seller that, to its knowledge, the property is not contaminated with
hazardous materials.
================================================================================
Q: What are the terms of your leases?
A: Our leases are "triple-net" leases, generally having terms of seven to ten
years, many of which have renewal options for an additional five to ten
years. "Triple-net" means that the tenant, not the Wells REIT, is
responsible for repairs, maintenance, property taxes, utilities and
insurance. We often enter into leases where we have responsibility for
replacement of specific structural components of a property such as the
roof of the building or the parking lot.
================================================================================
Q: If I buy shares, will I receive dividends and how often?
A: We have been making and intend to continue to make dividend distributions
on a quarterly basis to our shareholders. The amount of each dividend
distribution is determined by the board of directors and typically depends
on the amount of distributable funds, current and projected cash
requirements, tax considerations and other factors. However, in order to
remain qualified as a REIT, we must make distributions of at least 95% of
our REIT taxable income each year for years prior to 2001 and 90% of our
REIT taxable income for all future years beginning with the year 2001.
================================================================================
Q: How do you calculate the payment of dividends to shareholders?
A: We calculate our quarterly dividends using daily record and declaration
dates so your dividend benefits will begin to accrue immediately upon
becoming a shareholder.
3
<PAGE>
================================================================================
Q: What have your dividend payments been since you began operations on June 5,
1998?
A: We have paid the following dividends since we began operations:
<TABLE>
<CAPTION>
Annualized
Percentage Return
on an Investment
Quarter Amount of $10 per Share
------- ------ ----------------
<S> <C> <C>
3/rd/ Qtr. 1998 $0.15 per share 6.00%
4/th/ Qtr. 1998 $0.16 per share 6.50%
1/st/ Qtr. 1999 $0.17 per share 7.00%
2/nd/ Qtr. 1999 $0.17 per share 7.00%
3/rd/ Qtr. 1999 $0.17 per share 7.00%
4/th/ Qtr. 1999 $0.17 per share 7.00%
1/st/ Qtr. 2000 $0.17 per share 7.00%
2/nd/ Qtr. 2000 $0.18 per share 7.25%
3/rd/ Qtr. 2000 $0.19 per share 7.50%
</TABLE>
================================================================================
Q: May I reinvest the dividends I am supposed to receive in shares of the
Wells REIT?
A: Yes. You may participate in our dividend reinvestment plan by checking the
appropriate box on the Subscription Agreement or by filling out an
enrollment form we will provide to you at your request. The purchase price
for shares purchased under the dividend reinvestment plan is currently $10
per share.
================================================================================
Q: Will the dividends I receive be taxable as ordinary income?
A: Yes and No. Generally, dividends that you receive, including dividends that
are reinvested pursuant to our dividend reinvestment plan, will be taxed as
ordinary income to the extent they are from current or accumulated earnings
and profits. We expect that some portion of your dividends will not be
subject to tax in the year received due to the fact that depreciation
expenses reduce taxable income but do not reduce cash available for
distribution. Amounts not subject to tax immediately will reduce the tax
basis of your investment. This, in effect, defers a portion of your tax
until your investment is sold or the Wells REIT is liquidated, at which
time you will be taxed at capital gains rates. However, because each
investor's tax considerations are different, we suggest that you consult
with your tax advisor. You should also review the section of the prospectus
entitled "Federal Income Tax Considerations."
================================================================================
Q: What will you do with the money raised in this offering?
A: We will use your investment proceeds to purchase commercial real estate
such as high grade office buildings. We intend to invest a minimum of 84%
of the proceeds from this offering to
4
<PAGE>
acquire real estate properties, and remaining proceeds will be used to pay
fees and expenses of this offering and acquisition-related expenses. The
payment of these fees and expenses will not reduce your invested capital.
Your initial invested capital amount will remain $10 per share, and your
dividend yield will be based on your $10 per share investment.
Until we invest the proceeds of this offering in real estate, we will
invest in short-term, highly liquid investments. These short-term
investments will not earn as high of a return as we expect to earn on our
real estate investments, and we cannot guarantee how long it will take to
fully invest the proceeds in real estate.
We received approximately $132,181,919 in gross offering proceeds from the
sale of 13,218,192 shares of common stock in our initial public offering,
which commenced on January 30, 1998 and was terminated on December 20,
1999. Of the $132,181,919 raised in the initial offering, we invested a
total of $111,032,812 in real estate properties. As of _____________,
2000, we had received approximately $__________ in gross offering proceeds
from the sale of ________ shares of common stock in our second offering,
which commenced on December 20, 1999 and was terminated on ________, 200_.
Of this additional $__________ raised in the second offering, we invested
or expect to invest $____________ in real estate properties.
================================================================================
Q: What kind of offering is this?
A: We are offering the public up to 125,000,000 shares of common stock on a
best efforts basis.
================================================================================
Q: How does a best efforts offering work?
A: When shares are offered to the public on a best efforts basis, the brokers
participating in the offering are only required to use their best efforts
to sell the shares and have no firm commitment or obligation to purchase
any of the shares.
================================================================================
Q: How long will this offering last?
A: The offering will not last beyond __________, 200__.
================================================================================
Q: Who can buy shares?
A: Anyone who receives this prospectus can buy shares provided that they have
either (1) a net worth of at least $45,000 and an annual gross income of at
least $45,000, or (2) a net worth of at least $150,000. For this purpose,
net worth does not include your home, home furnishings and personal
automobiles. These minimum levels may be higher in certain states, so you
should carefully read the more detailed description in the "Suitability
Standards" section of this prospectus.
5
<PAGE>
================================================================================
Q: Is there any minimum investment required?
A: Yes. Generally, you must invest at least $1,000. Except in Maine,
Minnesota and Washington, investors who already own our shares or who have
purchased units from an affiliated Wells public real estate program can
make purchases for less than the minimum investment. These minimum
investment levels may be higher in certain states, so you should carefully
read the more detailed description of the minimum investment requirements
appearing later in the "Suitability Standards" section of this prospectus.
================================================================================
Q: How do I subscribe for shares?
A: If you choose to purchase shares in this offering, you will need to fill
out a Subscription Agreement, like the one contained in this prospectus as
Exhibit A, for a specific number of shares and pay for the shares at the
time you subscribe. The purchase price will be placed into an account with
Bank of America, N.A., where your funds will be held, along with those of
other subscribers, until we withdraw funds for the acquisition of real
estate properties or the payment of fees and expenses.
================================================================================
Q: If I buy shares in this offering, how may I later sell them?
A: At the time you purchase the shares, they will not be listed for trading on
any national securities exchange or over-the-counter market. In fact, we
expect that there will not be any public market for the shares when you
purchase them, and we cannot be sure if one will ever develop. As a
result, you may find it difficult to find a buyer for your shares and
realize a return on your investment. You may sell your shares to any buyer
unless such sale would cause the buyer to own more than 9.8% of the
outstanding stock. See "Description of Shares Restriction on Ownership of
Shares."
In addition, after you have held your shares for at least one year, you may
be able to have your shares repurchased by the Company pursuant to our
share repurchase program. See the "Description of Shares-Share Redemption
Program" section of the prospectus.
If we have not listed the shares on a national securities exchange or over-
the-counter market by January 30, 2008, our articles of incorporation
require us to sell our properties and other assets and return the proceeds
from these sales to our shareholders through distributions.
================================================================================
Q: What is the experience of your officers and directors?
A: Our management team has extensive previous experience investing in and
managing commercial real estate. Below is a short description of the
background of each of our directors. See the "Management Executive
Officers and Directors" section on page __ of this prospectus for a more
detailed description of the background and experience of each of our
directors.
6
<PAGE>
================================================================================
. Leo F. Wells, III - President of the Wells REIT and founder of Wells
Real Estate Funds in 1985 and has been involved in real estate sales,
management and brokerage services for over 27 years;
. Douglas P. Williams - Executive Vice President, Secretary and
Treasurer of Wells REIT and former accounting executive at OneSource,
Inc., a supplier of janitorial and landscape services;
. John L. Bell - Former owner and Chairman of Bell-Mann, Inc., the
largest flooring contractor in the Southeast;
. Richard W. Carpenter - President and a director of Realmark Holdings
Corp., a residential and commercial real estate developer;
. Bud Carter - Former broadcast news director and anchorman and current
Senior Vice President for the Executive Committee, an organization
established to aid corporate presidents and CEOs;
. William H. Keogler, Jr. - Founder and former executive officer and
director of Keogler, Morgan & Company, Inc., a full service brokerage
firm;
. Donald S. Moss - Former executive officer of Avon Products, Inc.;
. Walter W. Sessoms - Former executive officer of BellSouth
Telecommunications, Inc.; and
. Neil H. Strickland - Founder of Strickland General Agency, Inc., a
property and casualty general insurance agency concentrating on
commercial customers.
================================================================================
Q: How does the Wells REIT own its real estate properties?
A: We own all of our real estate properties through an "UPREIT" called Wells
Operating Partnership, L.P. (Wells OP). Wells OP was organized to own,
operate and manage real properties on our behalf. We are the sole general
partner of Wells OP.
================================================================================
Q: What is an "UPREIT"?
A: UPREIT stands for "Umbrella Partnership Real Estate Investment Trust." We
use this structure because a sale of property directly to the REIT would
generally be fully taxable to the property owner. In an UPREIT structure,
the seller of a property who desires to defer taxable gain on the sale of
his property may transfer the property to the UPREIT in exchange for
limited partnership units in the UPREIT and defer taxation of gain until
the seller later exchanges his UPREIT units on a one-for-one basis for REIT
shares. If the REIT shares are publicly traded, the former property owner
will achieve liquidity for his investment. Using an UPREIT structure gives
us an advantage in acquiring desired properties from persons who would not
otherwise be able to sell such properties because of unfavorable tax
results.
7
<PAGE>
================================================================================
Q: Will I be notified of how my investment is doing?
A: You will receive periodic updates on the performance of your investment
with us, including:
. Four detailed quarterly dividend reports;
. Three quarterly financial reports;
. An annual report; and
. An annual IRS Form 1099.
================================================================================
Q: When will I get my detailed tax information?
A: Your Form 1099 tax information will be mailed to you by January 31 of each
year.
================================================================================
Q: Who can help answer my questions?
A: If you have more questions about the offering or if you would like
additional copies of this prospectus, you should contact your registered
representative or contact:
Investor Services Department
Wells Capital, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
(800) 448-1010 or (770) 449-7800
www.wellsref.com
8
<PAGE>
Prospectus Summary
This summary highlights selected information contained elsewhere in this
prospectus. It is not complete and does not contain all of the information that
is important to your decision whether to invest in the Wells REIT. To understand
this offering fully, you should read the entire prospectus carefully, including
the "Risk Factors" section and the financial statements.
Wells Real Estate Investment Trust, Inc.
Wells Real Estate Investment Trust, Inc. is a REIT that owns net leased
commercial real estate properties. We currently own interests in __ commercial
real estate properties located in __ states. Our office is located at 6200 The
Corners Parkway, Suite 250, Norcross, Georgia 30092. Our telephone number
outside the State of Georgia is 800-448-1010 (770-449-7800 in Georgia). We refer
to Wells Real Estate Investment Trust, Inc. as the Wells REIT in this
prospectus.
Our Advisor
Our advisor is Wells Capital, Inc., which is responsible for managing our
affairs on a day-to-day basis and for identifying and making acquisitions on our
behalf. We refer to Wells Capital, Inc. as Wells Capital in this prospectus.
Our Management
The board of directors must approve each real property acquisition proposed
by Wells Capital, as well as certain other matters set forth in our articles of
incorporation. We have nine members on our board of directors. Seven of the
directors are independent of Wells Capital and have responsibility for reviewing
its performance. The directors are elected annually by the shareholders.
Our REIT Status
As a REIT, we generally are not subject to federal income tax on income
that we distribute to our shareholders. Under the Internal Revenue Code, REITs
are subject to numerous organizational and operational requirements, including a
requirement that they distribute at least 95% of their taxable income for years
prior to 2001 and at least 90% of their taxable income for all future years
beginning with the year 2001. If we fail to qualify for taxation as a REIT in
any year, our income will be taxed at regular corporate rates, and we may be
precluded from qualifying for treatment as a REIT for the four year period
following our failure to qualify. Even if we qualify as a REIT for federal
income tax purposes, we may still be subject to state and local taxes on our
income and property and to federal income and excise taxes on our undistributed
income.
Summary Risk Factors
Following are the most significant risks relating to your investment:
. There is no public trading market for the shares, and we cannot assure
you that one will ever develop. Until the shares are publicly traded,
you will have a difficult time trying to sell your shares.
. You must rely on Wells Capital, our advisor, for the day-to-day
management of our business and the selection of our real estate
properties.
9
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. To ensure that we continue to qualify as a REIT, our articles of
incorporation prohibit any shareholder from owning more than 9.8% of our
outstanding shares.
. We may not remain qualified as a REIT for federal income tax purposes,
which would subject us to the payment of tax on our income at corporate
rates and reduce the amount of funds available for payment of dividends
to our shareholders.
. You will not have preemptive rights as a shareholder so any shares we
issue in the future may dilute your interest in the Wells REIT.
. We will pay significant fees to Wells Capital and its affiliates.
. Real estate investments are subject to cyclical trends which are out of
our control.
. You will not have an opportunity to evaluate all of the properties that
will be in our portfolio prior to investing.
. Loans we obtain will be secured by some of our properties, which will
put those properties at risk of forfeiture if we are unable to pay our
debts.
. Our investment in vacant land to be developed may create risks relating
to the builder's ability to control construction costs, failure to
perform or failure to build in conformity with plan specifications and
timetables.
. The vote of shareholders owning at least a majority of the shares will
bind all of the shareholders as to certain matters such as the election
of directors and amendment of our articles of incorporation.
. If we do not obtain listing of the shares on a national exchange by
January 30, 2008, our articles of incorporation provide that we must
sell all of our properties and distribute the net proceeds to our
shareholders.
. Our advisor will face various conflicts of interest resulting from its
activities with affiliated entities.
Before you invest in the Wells REIT, you should see the complete discussion
of the "Risk Factors" beginning on page ___ of this prospectus.
Description of Properties
Please refer to the "Description of Properties" section of this prospectus
for a description of the real estate properties we have purchased to date and
the various real estate loans we have outstanding. Wells Capital is currently
evaluating additional potential property acquisitions. When we either acquire a
property or believe that there is a reasonable probability that we will acquire
a particular property, we will provide a supplement to this prospectus to
describe the property. You should not assume that we will actually acquire any
property that we describe in a supplement as a reasonable probability
acquisition because one or more contingencies to the purchase may prevent the
acquisition.
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Estimated Use of Proceeds of Offering
We anticipate that we will invest at least 84% of the proceeds of this
offering in real estate properties. We will use the remainder of offering
proceeds to pay selling commissions, fees and expenses relating to the selection
and acquisition of properties and the costs of the offering.
Investment Objectives
Our investment objectives are:
. to maximize cash dividends paid to you;
. to preserve, protect and return your capital contribution;
. to realize growth in the value of our properties upon our ultimate
sale of such properties; and
. to provide you with liquidity of your investment by listing the shares
on a national exchange or, if we do not obtain listing of the shares
by January 30, 2008, by selling our properties and distributing the
cash to you.
We may only change these investment objectives upon a majority vote of the
shareholders. See the "Investment Objectives and Criteria" section of this
prospectus for a more complete description of our business and objectives.
Conflicts of Interest
Wells Capital, as our advisor, will experience conflicts of interest in
connection with the management of our business affairs, including the following:
. Wells Capital will have to allocate its time between the Wells REIT
and other real estate programs and activities in which it is involved;
. Wells Capital must determine which Wells program or other entity
should enter into a joint venture with the Wells REIT for the
acquisition and operation of specific properties;
. Wells Capital may compete with other Wells programs for the same
tenants in negotiating leases or in selling similar properties at the
same time; and
. we will pay fees to Wells Capital and its affiliates in connection
with transactions involving the purchase, management and sale of our
properties regardless of the quality of the property acquired or the
services provided to us.
See the "Conflicts of Interest" section of this prospectus on page ___ for a
detailed discussion of the various conflicts of interest relating to your
investment, as well as the procedures that we have established to resolve a
number of these potential conflicts.
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The following chart shows the ownership structure of the various Wells
entities that are affiliated with Wells Capital.
------------------------------
LEO F. WELLS, III
President
------------------------------
100%
-----------------------------------------
Wells Real Estate Funds, Inc.
-----------------------------------------
100% 100% 100%
------------- ----------------------- -------------------
Wells
Management Wells Wells Capital,
Company, Investment Inc.
Inc. Securities, (Advisor)
(Property Inc.
Manager) (Dealer Manager)
------------- ----------------------- -------------------
100% Advisory
Agreement
------------- -------------------
Wells
Development Wells REIT
Corporation
------------- -------------------
Prior Offering Summary
Wells Capital and its affiliates have previously sponsored 13 publicly
offered real estate limited partnerships and the Wells REIT on an unspecified
property or "blind pool" basis. As of ________, 2000, they have raised
approximately $__________ from approximately ______ investors in these 14
public real estate programs. The "Prior Performance Summary" on page ___ of
this prospectus contains a discussion of the Wells programs sponsored to date.
Certain statistical data relating to the Wells programs with investment
objectives similar to ours is also provided in the "Prior Performance Tables"
included at the end of this prospectus.
The Offering
We are offering up to 125,000,000 shares to the public at $10 per share. We
are also offering up to 10,000,000 shares pursuant to our dividend reinvestment
plan at $10 per share, and up to 5,000,000 shares to broker-dealers pursuant to
warrants whereby participating broker-dealers will have the right to purchase
one share for every 25 shares they sell in this offering. The exercise price for
shares purchased pursuant to the warrants is $12 per share.
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Terms of the Offering
We will begin selling shares in this offering upon the effective date of
this prospectus and the offering will terminate on or before __________, 200__.
However, we may terminate this offering at any time prior to such termination
date. We will hold your investment proceeds in our account until we withdraw
funds for the acquisition of real estate properties or the payment of fees and
expenses. We generally admit shareholders to the Wells REIT on a daily basis.
Compensation to Wells Capital
Wells Capital and its affiliates will receive compensation and fees for
services relating to this offering and the investment and management of our
assets. The most significant items of compensation are included in the following
table:
<TABLE>
<CAPTION>
Estimated $$
Type of Compensation Form of Compensation Amount for
Maximum Offering
(135,000,000
shares)
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Offering Stage
------------------------------------------------------------------------------------------------------
Sales Commission 7% of gross offering proceeds $94,500,000
------------------------------------------------------------------------------------------------------
Dealer Manager Fee 2.5% of gross offering proceeds $33,750,000
------------------------------------------------------------------------------------------------------
Offering Expenses 3% of gross offering proceeds $18,600,000
------------------------------------------------------------------------------------------------------
Acquisition and Development Stage
------------------------------------------------------------------------------------------------------
Acquisition and 3% of gross offering proceeds $40,500,000
Advisory Fees
------------------------------------------------------------------------------------------------------
Acquisition Expenses .5% of gross offering proceeds $ 6,750,000
------------------------------------------------------------------------------------------------------
Operational Stage
------------------------------------------------------------------------------------------------------
Property Management Fees 2.5% of gross revenues N/A
------------------------------------------------------------------------------------------------------
Leasing Fees 2% of gross revenues N/A
------------------------------------------------------------------------------------------------------
Initial Lease-Up Fee for Competitive fee for geographic N/A
Newly Constructed Property location of property based on a
survey of brokers and agents
(customarily equal to the first
month's rent)
------------------------------------------------------------------------------------------------------
Real Estate Commission 3% of sale price after investors N/A
receive a return of capital plus a 8%
return on capital
------------------------------------------------------------------------------------------------------
Subordinated Participation in 10% of remaining amounts of net sale N/A
Net Sale Proceeds (Payable proceeds after return of capital plus
Only if the Wells REIT is not payment to investors of an 8%
Listed on an exchange) cumulative non-compounded return on
the capital contributed by investors
------------------------------------------------------------------------------------------------------
Subordinated Incentive Listing 10% of the amount by which the N/A
Fee (Payable only if the Wells adjusted market value of the Wells
REIT is listed on an exchange) REIT exceeds the aggregate capital
contributions contributed by investors
------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
There are many additional conditions and restrictions on the amount of
compensation Wells Capital may receive. There are also some smaller items of
compensation and expense reimbursements that Wells Capital may receive. For a
more detailed explanation of these fees and expenses payable to Wells Capital
and its affiliates, please see the "Management Compensation" section of this
prospectus on page __.
Dividend Policy
In order to remain qualified as a REIT, we are required to distribute 95%
of our annual taxable income to our shareholders in all years prior to 2001 and
90% of our annual taxable income for all future years beginning with the year
2001. We have paid dividends to our shareholders at least quarterly since the
first quarter after we commenced operations on June 5, 1998. We calculate our
quarterly dividends based upon daily record and dividend declaration dates so
investors will be entitled to dividends immediately upon purchasing shares. We
expect to pay dividends to you on a quarterly basis.
Listing
We anticipate listing our shares on a national securities exchange on or
before January 30, 2008. In the event we do not obtain listing prior to that
date, our articles of incorporation require us to begin the sale of our
properties and liquidate our assets.
Dividend Reinvestment Plan
You may participate in our dividend reinvestment plan pursuant to which you
may have the dividends you receive reinvested in shares of the Wells REIT. If
you participate, you will be taxed on your share of our taxable income even
though you will not receive the cash from your dividends. As a result, you may
have a tax liability without receiving cash dividends to pay such liability. We
may terminate the dividend reinvestment plan in our discretion at any time upon
10 days notice to you. (See "Description of Shares -- Dividend Reinvestment
Plan.")
Share Redemption Program
We may use proceeds received from the sale of shares pursuant to our
dividend reinvestment plan to redeem your shares. After you have held your
shares for a minimum of one year, our share redemption program provides an
opportunity for you to redeem your shares, subject to certain restrictions and
limitations, for the lesser of (1) $10 per share, or (2) the price you actually
paid for your shares. The board of directors reserves the right to reject any
request for redemption of shares or to amend or terminate the share redemption
program at any time. You will have no right to request redemption of your shares
after the shares are listed on a national exchange. (See "Description of
Shares -Share Redemption Program.")
Wells Operating Partnership, L.P.
We own all of our real estate properties through Wells Operating
Partnership, L.P. (Wells OP), our operating partnership. We are the sole general
partner of Wells OP. Wells Capital is currently the only limited partner based
on its initial contribution of $200,000. Our ownership of properties in Wells OP
is referred to as an "UPREIT." The UPREIT structure allows us to acquire real
estate properties in exchange for limited partnership units in Wells OP. This
structure will also allow sellers of properties to transfer their properties to
Wells OP in exchange for units of Wells OP and defer gain recognition for tax
purposes with respect to such transfers of properties. At present, we have no
plans to acquire any specific
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<PAGE>
properties in exchange for units of Wells OP. The holders of units in Wells OP
may have their units redeemed for cash under certain circumstances. (See "The
Operating Partnership Agreement.")
ERISA Considerations
The section of this prospectus entitled "ERISA Considerations" describes
the effect the purchase of shares will have on individual retirement accounts
(IRAs) and retirement plans subject to the Employee Retirement Income Security
Act of 1974, as amended (ERISA), and/or the Internal Revenue Code. ERISA is a
federal law that regulates the operation of certain tax-advantaged retirement
plans. Any retirement plan trustee or individual considering purchasing shares
for a retirement plan or an IRA should read this section of the prospectus very
carefully.
Description of Shares
General
-------
Your investment will be recorded on our books only. We will not issue stock
certificates. If you wish to transfer your shares, you will be required to send
an executed transfer form to us. We will provide the required form to you upon
request.
Shareholder Voting Rights and Limitations
-----------------------------------------
We hold annual meetings of our shareholders for the purpose of electing our
directors or conducting other business matters that may be presented at such
meetings. We may also call a special meeting of shareholders from time to time
for the purpose of conducting certain matters. You are entitled to one vote for
each share you own at any of these meetings.
Restriction on Share Ownership
------------------------------
Our articles of incorporation contain a restriction on ownership of the
shares that prevents one person from owning more than 9.8% of the outstanding
shares. (See "Description of Shares -- Restriction on Ownership of Shares.")
These restrictions are designed to enable us to comply with share accumulation
restrictions imposed on REITs by the Internal Revenue Code.
For a more complete description of the shares, including restrictions on
the ownership of shares, please see the "Description of Shares" section of this
prospectus on page ___.
15
<PAGE>
Risk Factors
Your purchase of shares involves a number of risks. In addition to other
risks discussed in this prospectus, you should specifically consider the
following:
Investment Risks
Marketability Risk
There is no public trading market for your shares.
There is no current public market for the shares and, therefore, it will be
difficult for you to sell your shares promptly. In addition, the price received
for any shares sold is likely to be less than the proportionate value of the
real estate we own. Therefore, the shares should be purchased as a long-term
investment only. See "Description of Shares - Share Redemption Program" for a
description of our share redemption program.
Management Risks
You must rely on Wells Capital for selection of properties.
Our ability to achieve our investment objectives and to pay dividends is
dependent upon the performance of Wells Capital, our advisor, in the acquisition
of real estate properties, the selection of tenants and the determination of any
financing arrangements. Except for the investments described in this
prospectus, you will have no opportunity to evaluate the terms of transactions
or other economic or financial data concerning our investments. You must rely
entirely on the management ability of Wells Capital and the oversight of the
board of directors.
We depend on key personnel.
Our success depends to a significant degree upon the continued
contributions of Leo F. Wells, III, who would be difficult to replace. If he
were to cease employment, our operating results could suffer. We also believe
that our future success depends, in large part, upon our ability to hire and
retain highly skilled managerial, operational and marketing personnel.
Competition for such personnel is intense, and we cannot assure you that we will
be successful in attracting and retaining such skilled personnel.
Conflicts of Interest Risks
Wells Capital will face conflicts of interest relating to time management.
Wells Capital and its affiliates are general partners and sponsors of other
real estate programs having investment objectives and legal and financial
obligations similar to the Wells REIT. Because Wells Capital and its affiliates
have interests in other real estate programs and also engage in other business
activities, they may have conflicts of interest in allocating their time between
our business and these other activities. During times of intense activity in
other programs and ventures, they may devote less time and resources to our
business than is necessary or appropriate. (See "Conflicts of Interest.")
16
<PAGE>
Wells Capital will face conflicts of interest relating to the purchase and
leasing of properties.
We may be buying properties at the same time as one or more of the other
Wells programs are buying properties. There is a risk that Wells Capital will
choose a property that provides lower returns to us than a property purchased by
another Wells program. We may acquire properties in geographic areas where
other Wells programs own properties. If one of the Wells programs attracts a
tenant that we are competing for, we could suffer a loss of revenue due to
delays in locating another suitable tenant. (See "Conflicts of Interest.")
Wells Capital will face conflicts of interest relating to joint ventures
with affiliates.
We have entered into joint ventures in the past and are likely to continue
in the future to enter into joint ventures with other Wells programs for the
acquisition, development or improvement of properties, including Wells Real
Estate Fund XI, L.P. (Wells Fund XI), Wells Real Estate Fund XII, L.P. (Wells
Fund XII) or Wells Real Estate Fund XIII, L.P. (Wells Fund XIII). We may also
purchase and develop properties in joint ventures or in partnerships, co-
tenancies or other co-ownership arrangements with the sellers of the properties,
affiliates of the sellers, developers or other persons. Such investments may
involve risks not otherwise present with an investment in real estate,
including, for example:
. the possibility that our co-venturer, co-tenant or partner in an
investment might become bankrupt;
. that such co-venturer, co-tenant or partner may at any time have
economic or business interests or goals which are or which become
inconsistent with our business interests or goals; or
. that such co-venturer, co-tenant or partner may be in a position to
take action contrary to our instructions or requests or contrary to
our policies or objectives.
Actions by such a co-venturer, co-tenant or partner might have the result of
subjecting the property to liabilities in excess of those contemplated and may
have the effect of reducing your returns.
Affiliates of Wells Capital are currently sponsoring a public offering on
behalf of Wells Fund XII and are currently in the process of registering a
public offering on behalf of Wells Fund XIII, both of which are or will be
unspecified property real estate programs. (See "Prior Performance Summary.")
In the event that we enter into a joint venture with Wells Fund XII, Wells Fund
XIII or any other Wells program or joint venture, we may face certain additional
risks and potential conflicts of interest. For example, Wells Fund XII, Wells
Fund XIII and the other Wells public limited partnerships will never have an
active trading market. Therefore, if we become listed on a national exchange,
we may no longer have similar goals and objectives with respect to the resale of
properties in the future. In addition, in the event that the Wells REIT is not
listed on a securities exchange by January 30, 2008, our organizational
documents provide for an orderly liquidation of our assets. In the event of
such liquidation, any joint venture between the Wells REIT and another Wells
program may be required to sell its properties at such time. The Wells program
we have entered into a joint venture with may not desire to sell the properties
at that time. Although the terms of any joint venture agreement between the
Wells REIT and another Wells program would grant the other Wells program a right
of first refusal to buy such properties, it is unlikely that they would have
sufficient funds to exercise the right of first refusal under these
circumstances.
Under certain joint venture arrangements, neither co-venturer may have the
power to control the venture, and an impasse could be reached regarding matters
pertaining to the joint venture, which might have a negative influence on the
joint venture and decrease potential returns to you. In the event that a
17
<PAGE>
co-venturer has a right of first refusal to buy out the other co-venturer, it
may be unable to finance such buy-out at that time. It may also be difficult for
us to sell our interest in any such joint venture or partnership or as a co-
tenant in property. In addition, to the extent that our co-venturer, partner or
co-tenant is an affiliate of Wells Capital, certain conflicts of interest will
exist. (See "Conflicts of Interest -- Joint Ventures with Affiliates of Wells
Capital.")
General Investment Risks
Maryland Corporation Law may prevent a business combination involving the
Wells REIT.
Provisions of Maryland Corporation Law applicable to us prohibit business
combinations with:
. any person who beneficially owns 10% or more of the voting power of
outstanding shares;
. any of our affiliates who, at any time within the two year period
prior to the date in question, was the beneficial owner of 10% or more
of the voting power of our outstanding shares (interested
shareholder); or
. an affiliate of an interested shareholder.
These prohibitions last for five years after the most recent date on which
the interested shareholder became an interested shareholder. Thereafter, any
business combination must be recommended by our board of directors and approved
by the affirmative vote of at least 80% of the votes entitled to be cast by
holders of our outstanding shares and two-thirds of the votes entitled to be
cast by holders of our shares other than shares held by the interested
shareholder. These requirements could have the effect of inhibiting a change in
control even if a change in control were in your best interest. These provisions
of Maryland law do not apply, however, to business combinations that are
approved or exempted by our board of directors prior to the time that someone
becomes an interested shareholder.
A limit on the number of shares a person may own may discourage a takeover.
Our articles of incorporation restrict ownership by one person to no more
than 9.8% of the outstanding shares. This restriction may discourage a change of
control of the Wells REIT and may deter individuals or entities from making
tender offers for shares, which offers might be financially attractive to
shareholders or which may cause a change in the management of the Wells REIT.
(See "Description of Shares -- Restriction on Ownership of Shares.")
You are bound by the majority vote on matters on which you are entitled to
vote.
You may vote on certain matters at any annual or special meeting of
shareholders, including the election of directors. However, you will be bound
by the majority vote on matters requiring approval of a majority of the
shareholders even if you do not vote with the majority on any such matter.
You are limited in your ability to sell your shares pursuant to the share
redemption program.
Even though our share redemption program provides you with the opportunity
to redeem your shares for $10 per share (or the price you paid for the shares,
if lower than $10) after you have held them for a period of one year, you should
be fully aware that our share redemption program contains certain restrictions
and limitations. Shares will be redeemed on a first-come, first-served basis
and will be limited to the lesser of (1) during any calendar year, one percent
(1%) of the weighted average number of
18
<PAGE>
shares outstanding during the prior calendar year, or (2) the proceeds we
receive from the sale of shares under our dividend reinvestment plan such that
in no event shall the aggregate amount of redemptions under our share redemption
program exceed aggregate proceeds received from the sale of shares pursuant to
our dividend reinvestment plan. In addition, the board of directors reserves the
right to reject any request for redemption or to amend or terminate the share
redemption program at any time. Therefore, in making a decision to purchase
shares of the Wells REIT, you should not assume that you will be able to sell
any of your shares back to us pursuant to our share redemption program. (See
"Description of Shares - Share Redemption Program.")
We established the offering price on an arbitrary basis.
The board of directors has arbitrarily determined the selling price of the
shares and such price bears no relationship to any established criteria for
valuing issued or outstanding shares.
Your interest in the Wells REIT may be diluted if we issue additional
shares.
Existing shareholders and potential investors in this offering do not have
preemptive rights to any shares issued by the Wells REIT in the future.
Therefore, in the event that we (1) sell shares in this offering or sell
additional shares in the future, including those issued pursuant to the dividend
reinvestment plan, (2) sell securities that are convertible into shares, (3)
issue shares in a private offering of securities to institutional investors, (4)
issue shares of common stock upon the exercise of the options granted to our
independent directors or employees of Wells Capital and Wells Management or the
warrants issued and to be issued to participating broker-dealers or our
independent directors, or (5) issue shares to sellers of properties acquired by
us in connection with an exchange of limited partnership units from Wells OP,
existing shareholders and investors purchasing shares in this offering may
experience dilution of their equity investment in the Wells REIT.
Payment of fees to Wells Capital and its affiliates will reduce cash
available for investment and distribution.
Wells Capital and its affiliates will perform services for us in connection
with the offer and sale of the shares, the selection and acquisition of our
properties, and the management and leasing of our properties. They will be paid
substantial fees for these services, which will reduce the amount of cash
available for investment in properties or distribution to shareholders. (See
"Management Compensation.")
The availability and timing of cash dividends is uncertain.
We bear all expenses incurred in our operations, which are deducted from
cash funds generated by operations prior to computing the amount of cash
dividends to be distributed to the shareholders. In addition, our board of
directors, in its discretion, may retain any portion of such funds for working
capital. We cannot assure you that sufficient cash will be available to pay
dividends to you.
We are uncertain of our sources for funding of future capital needs.
Substantially all of the gross proceeds of the offering will be used for
investment in properties and for payment of various fees and expenses. (See
"Estimated Use of Proceeds.") In addition, we do not anticipate that we will
maintain any permanent working capital reserves. Accordingly, in the event that
we develop a need for additional capital in the future for the improvement of
our properties or for any other reason, we have not identified any sources for
such funding, and we cannot assure you that such sources of funding will be
available to us for potential capital needs in the future.
19
<PAGE>
Real Estate Risks
General Real Estate Risks
Your investment will be affected by adverse economic and regulatory
changes.
We will be subject to risks generally incident to the ownership of real
estate, including:
. changes in general economic or local conditions;
. changes in supply of or demand for similar or competing properties in
an area;
. changes in interest rates and availability of permanent mortgage funds
which may render the sale of a property difficult or unattractive;
. changes in tax, real estate, environmental and zoning laws; and
. periods of high interest rates and tight money supply.
For these and other reasons, we cannot assure you that we will be profitable or
that we will realize growth in the value of our real estate properties.
A property that incurs a vacancy could be difficult to sell or re-lease.
A property may incur a vacancy either by the continued default of a tenant
under its lease or the expiration of one of our leases. Many of our properties
are specifically suited to the particular needs of our tenants. Therefore, we
may have difficulty obtaining a new tenant for any vacant space we have in our
properties. If the vacancy continues for a long period of time, we may suffer
reduced revenues resulting in less cash dividends to be distributed to
shareholders. In addition, the resale value of the property could be diminished
because the market value of a particular property will depend principally upon
the value of the leases of such property.
We are dependent on tenants for our revenue.
Most of our properties are occupied by a single tenant and, therefore, the
success of our investments are materially dependant on the financial stability
of our tenants. Lease payment defaults by tenants could cause us to reduce the
amount of distributions to shareholders. A default of a tenant on its lease
payments to us would cause us to lose the revenue from the property and cause us
to have to find an alternative source of revenue to meet the mortgage payment
and prevent a foreclosure if the property is subject to a mortgage. In the event
of a default, we may experience delays in enforcing our rights as landlord and
may incur substantial costs in protecting our investment and reletting our
property. If a lease is terminated, there is no assurance that we will be able
to lease the property for the rent previously received or sell the property
without incurring a loss.
We may not have funding for future tenant improvements.
When a tenant at one of our properties does not renew its lease or
otherwise vacates its space in one of our buildings, it is likely that, in order
to attract one or more new tenants, we will be required to expend substantial
funds for tenant improvements and tenant refurbishments to the vacated space.
Substantially all of our net offering proceeds will be invested in real estate
properties, and we do not anticipate that we will maintain permanent working
capital reserves. We also have no identified funding
20
<PAGE>
source to provide funds which may be required in the future for tenant
improvements and tenant refurbishments in order to attract new tenants. We
cannot assure you that we will have any sources of funding available to us for
such purposes in the future.
Uninsured losses relating to real property may adversely affect your
returns.
Wells Capital will attempt to ensure that all of our properties are
adequately insured to cover casualty losses. However, in the event that any of
our properties incurs a casualty loss which is not fully covered by insurance,
the value of our assets will be reduced by any such uninsured loss. In
addition, we have no source of funding to repair or reconstruct the damaged
property, and we cannot assure you that any such sources of funding will be
available to us for such purposes in the future.
Development and construction of properties may result in delays and
increased costs and risks.
We may invest some or all of the proceeds available for investment in the
acquisition and development of properties upon which we will develop and
construct improvements at a fixed contract price. We will be subject to risks
relating to the builder's ability to control construction costs or to build in
conformity with plans, specifications and timetables. The builder's failure to
perform may necessitate legal action by us to rescind the purchase or the
construction contract or to compel performance. Performance may also be
affected or delayed by conditions beyond the builder's control. Delays in
completion of construction could also give tenants the right to terminate
preconstruction leases for space at a newly developed project. We may incur
additional risks when we make periodic progress payments or other advances to
such builders prior to completion of construction. Factors such as those
discussed above can result in increased costs of a project or loss of our
investment. In addition, we will be subject to normal lease-up risks relating
to newly constructed projects. Furthermore, we must rely upon projections of
rental income and expenses and estimates of the fair market value of property
upon completion of construction when agreeing upon a price to be paid for the
property at the time of acquisition of the property. If our projections are
inaccurate, we may pay too much for a property.
If we contract with Wells Development Corporation for newly developed
property, we cannot guarantee that our earnest money deposit made to Wells
Development Corporation will be fully refunded.
We may enter into one or more contracts, either directly or indirectly
through joint ventures with affiliates, to acquire real property from Wells
Development Corporation (Wells Development), an affiliate of Wells Capital.
Properties acquired from Wells Development may be either existing income-
producing properties or properties to be developed or under development. We
anticipate that we will be obligated to pay a substantial earnest money deposit
at the time of contracting to acquire such properties. In the case of properties
to be developed by Wells Development, we anticipate we will be required to close
the purchase of the property upon completion of the development of the property
by Wells Development and the tenant taking possession of the property. At the
time of contracting and the payment of the earnest money deposit by us, Wells
Development typically will not have acquired title to any real property. Wells
Development will only have a contract to acquire land, a development agreement
to develop a building on the land and an agreement with a tenant to lease the
property upon its completion. We may enter into such a contract with Wells
Development even if at the time of contracting we have not yet raised sufficient
proceeds in our offering to enable us to close the purchase of such property.
However, we will not be required to close a purchase from Wells Development, and
will be entitled to a refund of our earnest money, in the following
circumstances:
. Wells Development fails to develop the property;
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<PAGE>
. the tenant fails to take possession under its lease for any reason; or
. we are unable to raise sufficient proceeds from our offering to pay
the purchase price at closing.
The obligation of Wells Development to refund our earnest money is
unsecured, and it is unlikely that we would be able to obtain a refund of such
earnest money deposit from it under these circumstances since Wells Development
is an entity without substantial assets or operations. Although Wells
Development's obligation to refund the earnest money deposit to us under these
circumstances will be guaranteed by Wells Management Company, Inc., an
affiliated entity (Wells Management), Wells Management has no substantial assets
other than contracts for property management and leasing services pursuant to
which it receives substantial monthly fees. Therefore, we cannot assure you that
Wells Management would be able to refund all of our earnest money deposit in a
lump sum. If we were forced to collect our earnest money deposit by enforcing
the guaranty of Wells Management, we will likely be required to accept
installment payments over time payable out of the revenues of Wells Management's
property management and leasing operations. We cannot assure you that we would
be able to collect the entire amount of our earnest money deposit under such
circumstances. (See "Investment Objectives and Criteria -- Acquisition of
Properties from Wells Development Corporation.")
Competition for investments may increase costs and reduce returns.
We will experience competition for real property investments from
individuals, corporations and bank and insurance company investment accounts, as
well as other real estate investment trusts, real estate limited partnerships,
and other entities engaged in real estate investment activities. Competition
for investments may have the effect of increasing costs and reducing your
returns.
Delays in acquisitions of properties may have adverse effects on your
investment.
Delays we encounter in the selection, acquisition and development of
properties could adversely affect your returns. Where properties are acquired
prior to the start of construction or during the early stages of construction,
it will typically take several months to complete construction and rent
available space. Therefore, you could suffer delays in the distribution of cash
dividends attributable to that particular property.
Uncertain market conditions and the broad discretion of Wells Capital
relating to the future disposition of properties could adversely affect the
return on your investment.
We generally will hold the various real properties in which we invest until
such time as Wells Capital determines that a sale or other disposition appears
to be advantageous to achieve our investment objectives or until it appears that
such objectives will not be met. Otherwise, Wells Capital, subject to approval
of the board, may exercise its discretion as to whether and when to sell a
property, and we will have no obligation to sell properties at any particular
time, except upon a liquidation of the Wells REIT if we do not list the shares
by January 30, 2008. We cannot predict with any certainty the various market
conditions affecting real estate investments which will exist at any particular
time in the future. Due to the uncertainty of market conditions which may
affect the future disposition of our properties, we cannot assure you that we
will be able to sell our properties at a profit in the future. Accordingly, the
extent to which you will receive cash distributions and realize potential
appreciation on our real estate investments will be dependent upon fluctuating
market conditions.
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<PAGE>
Discovery of previously undetected environmentally hazardous conditions may
adversely affect our operating results.
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the cost of removal or remediation of hazardous or toxic substances
on such property. Such laws often impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of such hazardous or
toxic substances. Environmental laws also may impose restrictions on the manner
in which property may be used or businesses may be operated, and these
restrictions may require expenditures. Environmental laws provide for sanctions
in the event of noncompliance and may be enforced by governmental agencies or,
in certain circumstances, by private parties. In connection with the
acquisition and ownership of our properties, we may be potentially liable for
such costs. The cost of defending against claims of liability, of compliance
with environmental regulatory requirements or of remediating any contaminated
property could materially adversely affect the business, assets or results of
operations of the Wells REIT and, consequently, amounts available for
distribution to you.
Financing Risks
If we fail to make our debt payments, we could lose our investment in a
property.
Loans obtained to fund property acquisitions will generally be secured by
mortgages on some of our properties. If we are unable to make our debt payments
as required, a lender could foreclose on the property or properties securing its
debt. This could cause us to lose part or all of our investment which in turn
could cause the value of the shares and the dividends payable to shareholders to
be reduced.
Lenders may require us to enter into restrictive covenants relating to our
operations.
In connection with obtaining certain financing, a lender could impose
restrictions on us which affect our ability to incur additional debt and our
distribution and operating policies. Loan documents we enter into may contain
customary negative covenants which may limit our ability to further mortgage the
property, to discontinue insurance coverage, replace Wells Capital as our
advisor or impose other limitations.
If we enter into financing arrangements involving balloon payment
obligations, it may adversely affect our ability to pay dividends.
Some of our financing arrangements may require us to make a lump-sum or
"balloon" payment at maturity. We may finance more properties in this manner.
Our ability to make a balloon payment at maturity is uncertain and may depend
upon our ability to obtain additional financing or our ability to sell the
property. At the time the balloon payment is due, we may or may not be able to
refinance the balloon payment on terms as favorable as the original loan or sell
the property at a price sufficient to make the balloon payment. The effect of a
refinancing or sale could affect the rate of return to shareholders and the
projected time of disposition of our assets. In addition, payments of principal
and interest made to service our debts may leave us with insufficient cash to
pay the distributions that we are required to pay to maintain our qualification
as a REIT.
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<PAGE>
Federal Income Tax Risks
Failure to qualify as a REIT could adversely affect our operations and our
ability to make distributions.
If we fail to qualify as a REIT for any taxable year, we will be subject to
federal income tax on our taxable income at corporate rates. In addition, we
would generally be disqualified from treatment as a REIT for the four taxable
years following the year of losing our REIT status. Losing our REIT status would
reduce our net earnings available for investment or distribution to shareholders
because of the additional tax liability. In addition, distributions to
shareholders would no longer qualify for the distributions paid deduction and we
would no longer be required to make distributions. We might be required to
borrow funds or liquidate some investments in order to pay the applicable tax.
Qualification as a REIT is subject to the satisfaction of tax requirements
and various factual matters and circumstances which are not entirely within our
control. New legislation, regulations, administrative interpretations or court
decisions could change the tax laws with respect to qualification as a REIT or
the federal income tax consequences of being a REIT.
Legislative or regulatory action could adversely affect investors.
In recent years, numerous legislative, judicial and administrative changes
have been made in the provisions of the federal income tax laws applicable to
investments similar to an investment in shares of the Wells REIT. Additional
changes to the tax law are likely to continue to occur in the future, and we
cannot assure you that any such changes will not adversely affect the taxation
of a shareholder. Any such changes could have an adverse effect on an
investment in shares or on the market value or the resale potential of our
properties. You are urged to consult with your own tax advisor with respect to
the impact of recent legislation on your investment in shares and the status of
legislative, regulatory or administrative developments and proposals and their
potential effect on an investment in shares.
Retirement Plan Risks
There are special considerations that apply to pension or profit sharing
trusts or IRAs investing in shares.
If you are investing the assets of a pension, profit sharing, 401(k), Keogh
or other qualified retirement plan or the assets of an IRA in the Wells REIT,
you should satisfy yourself that:
. your investment is consistent with your fiduciary obligations under
ERISA and the Internal Revenue Code;
. your investment is made in accordance with the documents and
instruments governing your plan or IRA, including your plan's
investment policy;
. your investment satisfies the prudence and diversification
requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;
. your investment will not impair the liquidity of the plan or IRA;
. your investment will not produce "unrelated business taxable income"
for the plan or IRA;
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<PAGE>
. you will be able to value the assets of the plan annually in
accordance with ERISA requirements; and
. your investment will not constitute a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
For a more complete discussion of the foregoing issues and other risks
associated with an investment in shares by retirement plans, please see the
"ERISA Considerations" section of this prospectus on page ___.
Suitability Standards
The shares we are offering are suitable only as a long-term investment for
persons of adequate financial means. Initially, we do not expect to have a
public market for the shares, which means that it may be difficult for you to
sell your shares. You should not buy these shares if you need to sell them
immediately or will need to sell them quickly in the future.
In consideration of these factors, we have established suitability
standards for initial shareholders and subsequent transferees. These suitability
standards require that a purchaser of shares have either:
. a net worth of at least $150,000; or
. a gross annual income of at least $45,000 and a net worth, excluding
the value of a purchaser's home, furnishings and automobiles of at
least $45,000.
The minimum purchase is 100 shares ($1,000), except in certain states as
described below. You may not transfer less shares than the minimum purchase
requirement. In addition, you may not transfer, fractionalize or subdivide your
shares so as to retain less than the number of shares required for the minimum
purchase. In order to satisfy the minimum purchase requirements for retirement
plans, unless otherwise prohibited by state law, a husband and wife may jointly
contribute funds from their separate IRAs, provided that each such contribution
is made in increments of $100. You should note that an investment in shares of
the Wells REIT will not, in itself, create a retirement plan and that, in order
to create a retirement plan, you must comply with all applicable provisions of
the Internal Revenue Code.
The minimum purchase for Maine, New York and North Carolina residents is
250 shares ($2,500), except for IRAs which must purchase a minimum of 100 shares
($1,000). The minimum purchase for Minnesota residents is 250 shares ($2,500),
except for IRAs and other qualified retirement plans which must purchase a
minimum of 200 shares ($2,000).
Except in the states of Maine, Minnesota, Nebraska and Washington, if you
have satisfied the minimum purchase requirements and have purchased units in
other Wells programs or units or shares in other public real estate programs,
you may purchase less than the minimum number of shares set forth above, but in
no event less than 2.5 shares ($25). After you have purchased the minimum
investment, any additional purchase must be in increments of at least 2.5 shares
($25), except for (1) purchases made by residents of Maine and Minnesota, who
must still meet the minimum investment requirements set forth above, and (2)
purchases of shares pursuant to the dividend reinvestment plan of the Wells REIT
or reinvestment plans of other public real estate programs, which may be in
lesser amounts.
Several states have established suitability standards different from those
we have established. Shares will be sold only to investors in these states who
meet the special suitability standards set forth below.
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Arizona, Iowa, Massachusetts, Missouri, North Carolina and Tennessee -
Investors must have either (1) a net worth of at least $225,000 or (2) gross
annual income of $60,000 and a net worth of at least $60,000.
Maine - Investors must have either (1) a net worth of at least $200,000, or
(2) gross annual income of $50,000 and a net worth of at least $50,000.
Michigan, Ohio, Oregon and Pennsylvania - In addition to our suitability
requirements, investors must have a net worth of at least ten times their
investment in the Wells REIT.
Missouri - Investors must have either (1) a net worth of at least $250,000
or (2) gross annual income of $75,000 and a net worth of at least $75,000.
New Hampshire - Investors must have either (1) a net worth of at least
$250,000, or (2) taxable income of $50,000 and a net worth of at least $125,000.
In the case of sales to fiduciary accounts, these suitability standards
must be met by the fiduciary account, by the person who directly or indirectly
supplied the funds for the purchase of the shares or by the beneficiary of the
account. These suitability standards are intended to help ensure that, given the
long-term nature of an investment in the Wells REIT, our investment objectives
and the relative illiquidity of the shares, the shares are an appropriate
investment for certain investors. Each selected dealer must make every
reasonable effort to determine that the purchase of shares is a suitable and
appropriate investment for each shareholder based on information provided by the
shareholder in the Subscription Agreement. Each selected dealer is required to
maintain for six years records of the information used to determine that an
investment in the shares is suitable and appropriate for a shareholder.
Estimated Use of Proceeds
The following tables set forth information about how we intend to use the
proceeds raised in this offering assuming that we sell 62,000,000 shares and
135,000,000 shares, respectively, pursuant to this offering. Many of the
figures set forth below represent management's best estimate since they cannot
be precisely calculated at this time. We expect that at least 84% of the money
you invest will be used to buy real estate, while the remaining up to 16% will
be used for working capital and to pay expenses and fees including the payment
of fees to Wells Capital, our advisor, and Wells Investment Securities, our
Dealer Manager.
<TABLE>
<CAPTION>
62,000,000 Shares 135,000,000 Shares
----------------- ------------------
Amount(1) Percent Amount(2) Percent
--------- ------- --------- -------
<S> <C> <C> <C> <C>
Gross Offering Proceeds $620,000,000 100% $1,350,000,000 100.0%
Less Public Offering Expenses:
Selling Commissions and Dealer Manager Fee (3) 58,900,000 9.5% 128,250,000 9.5%
Organization and Offering Expenses (4) 18,600,000 3.0% 18,600,000 1.4%
------------ ----- -------------- -----
Amount Available for Investment (5) $542,500,000 87.5% $1,203,150,000 89.1%
Acquisition and Development:
Acquisition and Advisory Fees (6) 18,600,000 3.0% 40,500,000 3.0%
Acquisition Expenses (7) 3,100,000 0.5% 6,750,000 0.5%
Initial Working Capital Reserve (8) (8) -- (8) --
------------ ----- -------------- -----
Amount Invested in Properties (5)(9) $520,800,000 84.0% $1,155,900,000 85.6%
============ ===== ============== =====
</TABLE>
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_________________________
(Footnotes to "Estimated Use of Proceeds")
1. Assumes that an aggregate of $620,000,000 will be raised in this offering
for purposes of illustrating the percentage of estimated organization and
offering expenses at two different sales levels. See Note 4 below.
2. Assumes the maximum offering is sold which includes 125,000,000 shares
offered to the public at $10 per share and 10,000,000 shares offered
pursuant to our dividend reinvestment plan at $10 per share. Excludes
5,000,000 shares to be issued upon exercise of the soliciting dealer
warrants.
3. Includes selling commissions equal to 7% of aggregate gross offering
proceeds which commissions may be reduced under certain circumstances and a
dealer manager fee equal to 2.5% of aggregate gross offering proceeds, both
of which are payable to the Dealer Manager, an affiliate of the advisor.
The Dealer Manager, in its sole discretion, may reallow selling commissions
of up to 7% of gross offering proceeds to other broker-dealers
participating in this offering attributable to the units sold by them and
may reallow out of its dealer manager fee up to 1.5% of gross offering
proceeds in marketing fees and due diligence expenses to broker-dealers
participating in this offering based on such factors as the volume of units
sold by such participating broker-dealers, marketing support provided by
such participating broker-dealers and bona fide conference fees incurred.
The amount of selling commissions may often be reduced under certain
circumstances for volume discounts. See the "Plan of Distribution" section
of this prospectus for a description of such provisions.
4. Organization and offering expenses consist of reimbursement of actual
legal, accounting, printing and other accountable offering expenses,
including amounts to reimburse Wells Capital, our advisor, for marketing,
salaries and direct expenses of its employees while engaged in registering
and marketing the shares and other marketing and organization costs, other
than selling commissions and the dealer manager fee. Wells Capital and its
affiliates will be responsible for the payment of organization and offering
expenses, other than selling commissions and the dealer manager fee, to the
extent they exceed 3% of gross offering proceeds without recourse against
or reimbursement by the Wells REIT. We currently estimate that
approximately $18,600,000 of organization and offering costs will be
incurred if the maximum offering of 135,000,000 shares is sold.
5. Until required in connection with the acquisition and development of
properties, substantially all of the net proceeds of the offering and,
thereafter, the working capital reserves of the Wells REIT, may be invested
in short-term, highly-liquid investments including government obligations,
bank certificates of deposit, short-term debt obligations and interest-
bearing accounts.
6. Acquisition and advisory fees are defined generally as fees and commissions
paid by any party to any person in connection with the purchase,
development or construction of properties. We will pay Wells Capital, as
our advisor, acquisition and advisory fees up to a maximum amount of 3% of
gross offering proceeds in connection with the acquisition of the real
estate properties. Acquisition and advisory fees do not include acquisition
expenses.
7. Acquisition expenses include legal fees and expenses, travel expenses,
costs of appraisals, nonrefundable option payments on property not
acquired, accounting fees and expenses, title insurance premiums and other
closing costs and miscellaneous expenses relating to the selection,
acquisition and development of real estate properties.
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8. Because the vast majority of leases for the properties acquired by the
Wells REIT will provide for tenant reimbursement of operating expenses, we
do not anticipate that a permanent reserve for maintenance and repairs of
real estate properties will be established. However, to the extent that the
we have insufficient funds for such purposes, we may apply an amount of up
to 1% of gross offering proceeds for maintenance and repairs of real estate
properties. We also may, but are not required to, establish reserves from
gross offering proceeds, out of cash flow generated by operating properties
or out of nonliquidating net sale proceeds, defined generally to mean the
net cash proceeds received by the Wells REIT from any sale or exchange of
properties.
9. Includes amounts anticipated to be invested in properties net of fees and
expenses. We estimate that approximately 84% of the proceeds received from
the sale of shares will be used to acquire properties.
Management
General
We operate under the direction of our board of directors, the members of
which are accountable to us and our shareholders as fiduciaries. The board is
responsible for the management and control of our affairs. The board has
retained Wells Capital to manage our day-to-day affairs and the acquisition and
disposition of our investments, subject to the board's supervision.
Our articles of incorporation and bylaws provide that the number of
directors of the Wells REIT may be established by a majority of the entire board
of directors but may not be fewer than three nor more than fifteen. We currently
have a total of nine directors. The articles of incorporation also provide that
a majority of the directors must be independent directors. An "independent
director" is a person who is not an officer or employee of the Wells REIT, Wells
Capital or their affiliates and has not otherwise been affiliated with such
entities for the previous two years. Of the nine current directors, seven of our
directors are considered independent directors.
Proposed transactions are often discussed before being brought to a final
board vote. During these discussions, independent directors often offer ideas
for ways in which deals can be changed to make them acceptable and these
suggestions are taken into consideration when structuring transactions. Each
director will serve until the next annual meeting of shareholders or until his
successor has been duly elected and qualified. Although the number of directors
may be increased or decreased, a decrease shall not have the effect of
shortening the term of any incumbent director.
Any director may resign at any time and may be removed with or without
cause by the shareholders upon the affirmative vote of at least a majority of
all the votes entitled to be cast at a meeting called for the purpose of the
proposed removal. The notice of the meeting shall indicate that the purpose, or
one of the purposes, of the meeting is to determine if the director shall be
removed. The term "cause" as used in this context is a term used in the Maryland
Corporation Law. Since the Maryland Corporation Law does not define the term
"cause," shareholders may not know exactly what actions by a director may be
grounds for removal.
Unless filled by a vote of the shareholders as permitted by Maryland
Corporation Law, a vacancy created by an increase in the number of directors or
the death, resignation, removal, adjudicated incompetence or other incapacity of
a director shall be filled by a vote of a majority of the remaining directors
and,
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. in the case of a director who is not an independent director
(affiliated director), by a vote of a majority of the remaining
affiliated directors, or
. in the case of an independent director, by a vote of a majority of the
remaining independent directors,
unless there are no remaining affiliated directors or independent directors, as
the case may be. In such case a majority vote of the remaining directors shall
be sufficient. If at any time there are no independent or affiliated directors
in office, successor directors shall be elected by the shareholders. Each
director will be bound by the articles of incorporation and the bylaws.
The directors are not required to devote all of their time to our business
and are only required to devote the time to our affairs as their duties require.
The directors will meet quarterly or more frequently if necessary. We do not
expect that the directors will be required to devote a substantial portion of
their time to discharge their duties as our directors. Consequently, in the
exercise of their fiduciary responsibilities, the directors will be relying
heavily on Wells Capital. The board is empowered to fix the compensation of all
officers that it selects and may pay compensation to directors for services
rendered to us in any other capacity.
Our general investment and borrowing policies are set forth in this
prospectus. The directors may establish further written policies on investments
and borrowings and shall monitor our administrative procedures, investment
operations and performance to ensure that the policies are fulfilled and are in
the best interest of the shareholders. We will follow the policies on
investments and borrowings set forth in this prospectus unless and until they
are modified by the directors.
The board is also responsible for reviewing our fees and expenses on at
least an annual basis and with sufficient frequency to determine that the
expenses incurred are in the best interest of the shareholders. In addition, a
majority of the independent directors and a majority of directors not otherwise
interested in the transaction must approve all transactions with Wells Capital
or its affiliates. The independent directors will also be responsible for
reviewing the performance of Wells Capital and determining that the compensation
to be paid to Wells Capital is reasonable in relation to the nature and quality
of services to be performed and that the provisions of the advisory agreement
are being carried out. Specifically, the independent directors will consider
factors such as:
. the amount of the fee paid to Wells Capital in relation to the size,
composition and performance of our investments;
. the success of Wells Capital in generating appropriate investment
opportunities;
. rates charged to other REITs and other investors by advisors
performing similar services;
. additional revenues realized by Wells Capital and its affiliates
through their relationship with us, whether we pay them or they are
paid by others with whom we do business;
. the quality and extent of service and advice furnished by Wells
Capital and the performance of our investment portfolio; and
. the quality of our portfolio relative to the investments generated by
Wells Capital for its other clients.
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Neither the directors nor their affiliates will vote or consent to the
voting of shares they now own or hereafter acquire on matters submitted to the
shareholders regarding either (1) the removal of Wells Capital, any director or
any affiliate; or (2) any transaction between us and Wells Capital, any director
or any affiliate.
Executive Officers and Directors
We have provided below certain information about our executive officers and
directors.
<TABLE>
<CAPTION>
Name Position(s) Age
---- ----------- ---
<S> <C> <C>
Leo F. Wells, III President and Director 56
Douglas P. Williams Executive Vice President, Secretary, Treasurer 50
and Director
John L. Bell/(1)/ Director 60
Richard W. Carpenter/(1)/ Director 63
Bud Carter/(1)/ Director 62
William H. Keogler, Jr./(1)/ Director 55
Donald S. Moss/(1)/ Director 64
Walter W. Sessoms/(1)/ Director 66
Neil H. Strickland/(1)/ Director 64
</TABLE>
__________
(1) Messrs. Bell, Carpenter, Carter, Keogler, Moss, Sessoms and Strickland also
serve on our Audit Committee.
Leo F. Wells, III is the President and a director of the Wells REIT and the
President, Treasurer and sole director of Wells Capital, our advisor. He is
also the sole shareholder and sole director of Wells Real Estate Funds, Inc.,
the parent corporation of Wells Capital. Mr. Wells is President of Wells &
Associates, Inc., a real estate brokerage and investment company formed in 1976
and incorporated in 1978, for which he serves as principal broker. He is also
the President, Treasurer and sole director of:
. Wells Management Company, Inc., our Property Manager;
. Wells Investment Securities, Inc., our Dealer Manager;
. Wells Advisors, Inc., a company he organized in 1991 to act as a non-
bank custodian for IRAs; and
. Wells Development Corporation, a company he organized in 1997 to
develop real properties.
Mr. Wells was a real estate salesman and property manager from 1970 to 1973
for Roy D. Warren & Company, an Atlanta real estate company, and he was
associated from 1973 to 1976 with Sax Gaskin Real Estate Company, during which
time he became a Life Member of the Atlanta Board of Realtors Million Dollar
Club. From 1980 to February 1985 he served as Vice President of Hill-Johnson,
Inc., a Georgia corporation engaged in the construction business. Mr. Wells
holds a Bachelor of Business Administration degree in economics from the
University of Georgia. Mr. Wells is a member of the International Association
for Financial Planning (IAFP) and a registered NASD principal.
Mr. Wells has over 26 years of experience in real estate sales, management
and brokerage services. In addition to being the President and a director of
the Wells REIT, he is currently a co-general partner in a total of 26 real
estate limited partnerships formed for the purpose of acquiring, developing and
operating office buildings and other commercial properties. As of ________,
2000, these 26 real
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estate limited partnerships represented investments totaling approximately
$___________ from approximately _________ investors.
Douglas P. Williams is the Executive Vice President, Secretary, Treasurer
and a director of the Wells REIT. He is also a Senior Vice President of Wells
Capital, our advisor, and is also a Vice President of:
. Wells Investment Securities, Inc., our Dealer Manager;
. Wells Real Estate Funds, Inc.; and
. Wells Advisors, Inc.
Mr. Williams previously served as Vice President, Controller of OneSource,
Inc., a leading supplier of janitorial and landscape services, from 1996 to 1999
where he was responsible for corporate-wide accounting activities and financial
analysis. Mr. Williams was employed by ECC International Inc. ("ECC"), a
supplier to the paper industry and to the paint, rubber and plastic industries,
from 1982 to 1995. While at ECC, Mr. Williams served in a number of key
accounting positions, including Corporate Accounting Manager, U.S. Operations,
Division Controller, Americas Region and Corporate Controller, America/Pacific
Division. Prior to joining ECC and for one year after leaving ECC, Mr. Williams
was employed by Lithonia Lighting, a manufacturer of lighting fixtures, as a
Cost and General Accounting Manager and Director of Planning and Control. Mr.
Williams started his professional career as an auditor for KPMG Peat Marwick
LLP.
Mr. Williams is a member of the American Institute of Certified Public
Accountants and the Georgia Society of Certified Public Accountants. Mr.
Williams received a bachelor of arts degree from Dartmouth College and a Masters
of Business Administration degree from the Amos Tuck School of Graduate Business
Administration at Dartmouth College.
John L. Bell was the owner and Chairman of Bell-Mann, Inc., the largest
commercial flooring contractor in the Southeast from February 1971 to February
1996. Mr. Bell also served on the Board of Directors of Realty South Investors,
a REIT traded on the American Stock Exchange, and was the founder and served as
a director of both the Chattahoochee Bank and the Buckhead Bank. In 1997, Mr.
Bell initiated and implemented a "Dealer Acquisition Plan" for Shaw Industries,
Inc., a floor covering manufacturer and distributor, which plan included the
acquisition of Bell-Mann.
Mr. Bell currently serves on the advisory boards of Windsor Capital,
Mountain Top Boys Home and the Eagle Ranch Boys Home. Mr. Bell is also
extensively involved in buying and selling real estate both individually and in
partnership with others. Mr. Bell graduated from Florida State University
majoring in accounting and marketing.
Richard W. Carpenter served as General Vice President of Real Estate
Finance of The Citizens and Southern National Bank from 1975 to 1979, during
which time his duties included the establishment and supervision of the United
Kingdom Pension Fund, U.K.-American Properties, Inc. which was established
primarily for investment in commercial real estate within the United States.
Mr. Carpenter is currently President and director of Realmark Holdings
Corp., a residential and commercial real estate developer, and has served in
that position since October 1983. He is also President and director of Leisure
Technology, Inc., a retirement community developer, a position which he has held
since March 1993, Managing Partner of Carpenter Properties, L.P., a real estate
limited partnership, and President and director of the oil storage companies
Wyatt Energy, Inc. and Commonwealth Oil Refining Company, Inc., positions which
he has held since 1995 and 1984, respectively.
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<PAGE>
Mr. Carpenter also serves as Vice Chairman of the Board of Directors of
both First Liberty Financial Corp. and Liberty Savings Bank, F.S.B. and Chairman
of the Audit Committee of First Liberty Financial Corp. He has been a member of
The National Association of Real Estate Investment Trusts and served as
President and Chairman of the Board of Southmark Properties, an Atlanta-based
REIT investing in commercial properties. Mr. Carpenter is a past Chairman of the
American Bankers Association Housing and Real Estate Finance Division Executive
Committee. Mr. Carpenter holds a Bachelor of Science degree from Florida State
University, where he was named the outstanding alumnus of the School of Business
in 1973.
Bud Carter was an award-winning broadcast news director and anchorman for
several radio and television stations in the Midwest for over 20 years. From
1975 to 1980, Mr. Carter served as General Manager of WTAZ-FM, a radio station
in Peoria, Illinois and served as editor and publisher of The Peoria Press, a
weekly business and political journal in Peoria, Illinois. From 1981 until
1989, Mr. Carter was also an owner and General Manager of Transitions, Inc., a
corporate outplacement company in Atlanta, Georgia.
Mr. Carter currently serves as Senior Vice President for The Executive
Committee, a 42-year old international organization established to aid
presidents and CEOs share ideas on ways to improve the management and
profitability of their respective companies. The Executive Committee operates
in numerous large cities throughout the United States, Canada, Australia,
France, Italy, Malaysia, Brazil, the United Kingdom and Japan. The Executive
Committee has more than 6,000 presidents and CEOs who are members. In addition,
Mr. Carter was the first Chairman of the organization recruited in Atlanta and
still serves as Chairman of the first two groups formed in Atlanta, each
comprised of 14 noncompeting CEOs and presidents. Mr. Carter is a graduate of
the University of Missouri where he earned degrees in journalism and social
psychology.
William H. Keogler, Jr. was employed by Brooke Bond Foods, Inc. as a Sales
Manager from June 1965 to September 1968. From July 1968 to December 1974, Mr.
Keogler was employed by Kidder Peabody & Company, Inc. and Dupont, Glore, Forgan
as a corporate bond salesman responsible for managing the industrial corporate
bond desk and the utility bond area. From December 1974 to July 1982, Mr.
Keogler was employed by Robinson-Humphrey, Inc. as the Director of Fixed Income
Trading Departments responsible for all municipal bond trading and municipal
research, corporate and government bond trading, unit trusts and SBA/FHA loans,
as well as the oversight of the publishing of the Robinson-Humphrey Southeast
Unit Trust, a quarterly newsletter. Mr. Keogler was elected to the Board of
Directors of Robinson-Humphrey, Inc. in 1982. From July 1982 to October 1984,
Mr. Keogler was Executive Vice President, Chief Operating Officer, Chairman of
the Executive Investment Committee and member of the Board of Directors and
Chairman of the MFA Advisory Board for the Financial Service Corporation. He
was responsible for the creation of a full service trading department
specializing in general securities with emphasis on municipal bonds and
municipal trusts. Under his leadership, Financial Service Corporation grew to
over 1,000 registered representatives and over 650 branch offices. In March
1985, Mr. Keogler founded Keogler, Morgan & Company, Inc., a full service
brokerage firm, and Keogler Investment Advisory, Inc., in which he served as
Chairman of the Board of Directors, President and Chief Executive Officer. In
January 1997, both companies were sold to SunAmerica, Inc., a publicly traded
New York Stock Exchange company. Mr. Keogler continued to serve as President
and Chief Executive Officer of these companies until his retirement in January
1998.
Mr. Keogler serves on the Board of Trustees of Senior Citizens Services of
Atlanta. He graduated from Adelphi University in New York where he earned a
degree in psychology.
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Donald S. Moss was employed by Avon Products, Inc. from 1957 until his
retirement in 1986. While at Avon, Mr. Moss served in a number of key
positions, including Vice President and Controller from 1973 to 1976, Group Vice
President of Operations-Worldwide from 1976 to 1979, Group Vice President of
Sales-Worldwide from 1979 to 1980, Senior Vice President-International from 1980
to 1983 and Group Vice President-Human Resources and Administration from 1983
until his retirement in 1986. Mr. Moss was also a member of the board of
directors of Avon Canada, Avon Japan, Avon Thailand, and Avon Malaysia from
1980-1983.
Mr. Moss is currently a director of The Atlanta Athletic Club. He formerly
was the National Treasurer and a director of the Girls Clubs of America from
1973 to 1976. Mr. Moss graduated from the University of Illinois where he
received a degree in business.
Walter W. Sessoms was employed by BellSouth Telecommunications, Inc. from
1971 until his retirement in June 1997. While at BellSouth, Mr. Sessoms served
in a number of key positions, including Vice President-Residence for the State
of Georgia from June 1979 to July 1981, Vice President-Transitional Planning
Officer from July 1981 to February 1982, Vice President-Georgia from February
1982 to June 1989, Senior Vice President-Regulatory and External Affairs from
June 1989 to November 1991, and Group President-Services from December 1991
until his retirement on June 30, 1997.
Mr. Sessoms currently serves as a director of the Georgia Chamber of
Commerce for which he is a past Chairman of the Board, the Atlanta Civic
Enterprises and the Salvation Army's Board of Visitors of the Southeast Region.
Mr. Sessoms is also a past executive advisory council member for the University
of Georgia College of Business Administration and past member of the executive
committee of the Atlanta Chamber of Commerce. Mr. Sessoms is a graduate of
Wofford College where he earned a degree in economics and business
administration and is currently a lecturer at the University of Georgia.
Neil H. Strickland was employed by Loyalty Group Insurance (which
subsequently merged with America Fore Loyalty Group and is now known as The
Continental Group) as an automobile insurance underwriter. From 1957 to 1961,
Mr. Strickland served as Assistant Supervisor of the Casualty Large Lines
Retrospective Rating Department. From 1961 to 1964, Mr. Strickland served as
Branch Manager of Wolverine Insurance Company, a full service property and
casualty service company, where he had full responsibility for underwriting of
insurance and office administration in the State of Georgia. In 1964, Mr.
Strickland and a non-active partner started Superior Insurance Service, Inc., a
property and casualty wholesale general insurance agency. Mr. Strickland served
as President and was responsible for the underwriting and all other operations
of the agency. In 1967, Mr. Strickland sold his interest in Superior Insurance
Service, Inc. and started Strickland General Agency, Inc., a property and
casualty general insurance agency concentrating on commercial customers. Mr.
Strickland is currently the Senior Operation Executive of Strickland General
Agency, Inc. and devotes most of his time to long-term planning, policy
development and senior administration.
Mr. Strickland is a past President of the Norcross Kiwanis Club and served
as both Vice President and President of the Georgia Surplus Lines Association.
He also served as President and a director of the National Association of
Professional Surplus Lines Offices. Mr. Strickland currently serves as a
director of First Capital Bank, a community bank located in the State of
Georgia. Mr. Strickland attended Georgia State University where he majored in
business administration. He received his L.L.B. degree from Atlanta Law School.
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Compensation of Directors
We pay our independent directors $500 per month plus $125 for each board
meeting they attend. In addition, we have reserved 100,000 shares of common
stock for future issuance upon the exercise of stock options granted to the
independent directors pursuant to our Independent Director Stock Option Plan and
500,000 shares for future issuance upon the exercise of warrants to be granted
to the independent directors pursuant to our Independent Director Warrant Plan.
All directors receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with attendance at meetings of the board of directors.
If a director also is an officer of the Wells REIT, we do not pay separate
compensation for services rendered as a director.
Independent Director Stock Option Plan
We issued non-qualified stock options to purchase 2,500 shares (Initial
Options) to each independent director pursuant to the Independent Director Stock
Option Plan (Director Option Plan). In addition, we issued options to purchase
1,000 shares to each independent director in connection with the 2000 annual
meeting of stockholders and will continue to issue options to purchase 1,000
shares (Subsequent Options) to each independent director then in office on the
date of each annual stockholder's meeting. The Initial Options and the
Subsequent Options are collectively referred to as the "Director Options."
Director Options may not be granted at any time when the grant, along with
grants to other independent directors, would exceed 10% of our issued and
outstanding shares. As of _________, 2000, each independent director had been
granted options to purchase a total of 3,500 shares under the Director Option
Plan, of which 1,000 of those shares were exercisable. The exercise price for
the Initial Options is $12.00 per share. The exercise price for the Subsequent
Options is the greater of (1) $12.00 per share or (2) the fair market value of
the shares on the date they are granted. Fair market value is defined generally
to mean:
. the average closing price for the five consecutive trading days ending
on such date if the shares are traded on a national exchange;
. the average of the high bid and low asked prices if the shares are
quoted on NASDAQ;
. the average of the last 10 sales made pursuant to a public offering if
there is a current public offering and no market maker for the shares;
. the average of the last 10 purchases (or fewer if less than 10
purchases) under our share redemption program if there is no current
public offering; or
. the price per share under the dividend reinvestment plan if there are
no purchases under the share redemption program.
One-fifth of the Initial Options were exercisable beginning on the date we
granted them, one-fifth of the Initial Options became exercisable beginning in
July 2000 and an additional one-fifth of the Initial Options will become
exercisable on each anniversary of the date we granted them for a period of four
years until 100% of the shares become exercisable. The Subsequent Options
granted under the Plan will become exercisable on the second anniversary of the
date we grant them.
A total of 100,000 shares have been authorized and reserved for issuance
under the Director Option Plan. If the number of outstanding shares is changed
into a different number or kind of shares or securities through a reorganization
or merger in which the Wells REIT is the surviving entity, or through a
combination, recapitalization or otherwise, an appropriate adjustment will be
made in the number and
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kind of shares that may be issued pursuant to exercise of the Director Options.
A corresponding adjustment to the exercise price of the Wells REIT Options
granted prior to any change will also be made. Any such adjustment, however,
will not change the total payment, if any, applicable to the portion of the
Director Options not exercised, but will change only the exercise price for each
share.
Options granted under the Director Option Plan shall lapse on the first to
occur of (1) the tenth anniversary of the date we grant them, (2) the removal
for cause of the independent director as a member of the board of directors, or
(3) three months following the date the independent director ceases to be a
director for any reason other than death or disability, and may be exercised by
payment of cash or through the delivery of common stock. Options granted under
the Director Option Plan are generally exercisable in the case of death or
disability for a period of one year after death or the disabling event. No
Director Option issued may be exercised if such exercise would jeopardize our
status as a REIT under the Internal Revenue Code.
The independent directors may not sell pledge, assign or transfer their
options other than by will or the laws of descent or distribution.
Upon the dissolution or liquidation of the Wells REIT, upon our
reorganization, merger or consolidation with one or more corporations as a
result of which we are not the surviving corporation or upon sale of all or
substantially all of our properties, the Director Option Plan will terminate,
and any outstanding Director Options will terminate and be forfeited. The board
of directors may provide in writing in connection with any such transaction for
any or all of the following alternatives:
. for the assumption by the successor corporation of the Director
Options granted or the replacement of the Director Options with
options covering the stock of the successor corporation, or a parent
or subsidiary of such corporation, with appropriate adjustments as to
the number and kind of shares and exercise prices;
. for the continuance of the Director Option Plan and the Director
Options by such successor corporation under the original terms; or
. for the payment in cash or shares of common stock in lieu of and in
complete satisfaction of such options.
Independent Director Warrant Plan
The Independent Director Warrant Plan of the Wells REIT (Warrant Plan)
provides for the issuance of warrants to purchase shares of our common stock
(Warrants) to independent directors based on the number of shares of common
stock that they purchase in the future. The purpose of the Warrant Plan is to
encourage our independent directors to purchase shares of our common stock. The
Warrant Plan The purpose of the Warrant Plan is to encourage our independent
directors to purchase shares of our common stock. Beginning on the effective
date of the Warrant Plan and continuing until the earlier to occur of (1) the
termination of the Warrant Plan by action of the board of directors or otherwise
or (2) 5:00 p.m. EST on the date of listing of our shares on a national
securities exchange, each independent director will receive one Warrant for
every 25 shares of common stock he purchases in the future. The exercise price
of the Warrants will be $12.00 per share.
A total of 500,000 Warrants have been authorized and reserved for issuance
under the Warrant Plan, each of which will be redeemable for one share of our
common stock. Upon our dissolution or liquidation, or upon a reorganization,
merger or consolidation, where we are not the surviving corporation, or upon our
sale of all or substantially all of our properties, the Warrant Plan shall
terminate,
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and any outstanding Warrants shall terminate and be forfeited; provided,
however, that holders of Warrants may exercise any Warrants that are otherwise
exercisable immediately prior to the effective date of the dissolution,
liquidation, consolidation or merger. Notwithstanding the above, the board of
directors may provide in writing in connection with any such transaction for any
or all of the following alternatives: (1) for the assumption by the successor
corporation of the Warrants theretofore granted or the substitution by such
corporation for such Warrants of awards covering the stock of the successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; (2) for the continuance of the
Warrant Plan by such successor corporation in which event the Warrant Plan and
the Warrants shall continue in the manner and under the terms so provided; or
(3) for the payment in cash or shares in lieu of and in complete satisfaction of
such Warrants.
No Warrant may be sold, pledged, assigned or transferred by an independent
director in any manner other than by will or the laws of descent or
distribution. All Warrants exercised during the independent director's lifetime
shall be exercised only by the independent director or his legal representative.
Any transfer contrary to the Warrant Plan will nullify and render void the
Warrant. Notwithstanding any other provisions of the Warrant Plan, Warrants
granted under the Warrant Plan shall continue to be exercisable in the case of
death or disability of the independent director for a period of one year after
the death or disabling event, provided that the death or disabling event occurs
while the person is an independent director. No Warrant issued may be exercised
if such exercise would jeopardize our status as a REIT under the Internal
Revenue Code.
2000 Employee Stock Option Plan
The 2000 Employee Stock Option Plan of the Wells REIT (Employee Option
Plan) is designed to enable Wells Capital and Wells Management to obtain or
retain the services of employees considered essential to our long range success
and the success of Wells Capital and Wells Management by offering such employees
an opportunity to participate in the growth of the Wells REIT through ownership
of our common stock.
The Employee Option Plan provides for the formation of a Compensation
Committee consisting of two or more of our independent directors. The
Compensation Committee shall conduct the general administration of the Employee
Option Plan. The Compensation Committee is authorized to grant "non-qualified"
stock options (Employee Options) to selected employees of Wells Capital and
Wells Management based upon the recommendation of Wells Capital and subject to
the absolute discretion of the Compensation Committee and applicable limitations
of the Employee Option Plan. The exercise price for the Employee Options shall
be the greater of (1) $11.00 per share or (2) the fair market value of the
shares on the date the option is granted. A total of 750,000 shares have been
authorized and reserved for issuance under the Employee Option Plan.
The Compensation Committee shall set the term of the Employee Options in
its discretion, although no Employee Option shall have a term greater than five
years from the later of (i) the date our shares become listed on a national
securities exchange, or (ii) the date the Employee option is granted. The
employee receiving Employee Options shall agree to remain in employment with its
employer for a period of one year after the Employee Option is granted. The
Compensation Committee shall set the period during which the right to exercise
an option vests in the holder of the option. No Employee Option issued may be
exercised, however, if such exercise would jeopardize our status as a REIT under
the Internal Revenue Code. In addition, no option may be sold, pledged, assigned
or transferred by an employee in any manner other than by will or the laws of
descent or distribution.
In the event that the Compensation Committee determines that any dividend
or other distribution, recapitalization, stock split, reorganization, merger,
liquidation, dissolution, or sale, transfer, exchange or
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other disposition of all or substantially all of our assets, or other similar
corporate transaction or event, affects the shares such that an adjustment is
determined by the Compensation Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Employee Option Plan or with respect to an Employee
Option, then the Compensation Committee shall, in such manner as it may deem
equitable, adjust the number and kind of shares or the exercise price with
respect to any option.
Limited Liability and Indemnification of Directors, Officers, Employees and
Other Agents
Our organizational documents limit the personal liability of our directors
and officers for monetary damages to the fullest extent permitted under current
Maryland Corporation Law. We also maintain a directors and officers liability
insurance policy. Maryland Corporation Law allows directors and officers to be
indemnified against judgments, penalties, fines, settlements and expenses
actually incurred in a proceeding unless the following can be established:
. an act or omission of the director or officer was material to the
cause of action adjudicated in the proceeding, and was committed in
bad faith or was the result of active and deliberate dishonesty;
. the director or officer actually received an improper personal benefit
in money, property or services; or
. with respect to any criminal proceeding, the director or officer had
reasonable cause to believe his act or omission was unlawful.
Any indemnification or any agreement to hold harmless is recoverable only out of
our assets and not from the shareholders. Indemnification could reduce the legal
remedies available to us and the shareholders against the indemnified
individuals, however.
This provision does not reduce the exposure of directors and officers to
liability under federal or state securities laws, nor does it limit the
shareholder's ability to obtain injunctive relief or other equitable remedies
for a violation of a director's or an officer's duties to us or our
shareholders, although the equitable remedies may not be an effective remedy in
some circumstances.
In spite of the above provisions of Maryland Corporation Law, our articles
of incorporation provide that the directors, Wells Capital and its affiliates
will be indemnified by us for losses arising from our operation only if all of
the following conditions are met:
. the directors, Wells Capital or its affiliates have determined, in
good faith, that the course of conduct which caused the loss or
liability was in our best interests;
. the directors, Wells Capital or its affiliates were acting on our
behalf or performing services for us;
. in the case of affiliated directors, Wells Capital or its affiliates,
the liability or loss was not the result of negligence or misconduct
by the party seeking indemnification;
. in the case of independent directors, the liability or loss was not
the result of gross negligence or willful misconduct by the party
seeking indemnification; and
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. the indemnification or agreement to hold harmless is recoverable only
out of our net assets and not from the shareholders.
We have agreed to indemnify and hold harmless Wells Capital and its
affiliates performing services for us from specific claims and liabilities
arising out of the performance of its obligations under the advisory agreement.
As a result, we and our shareholders may be entitled to a more limited right of
action than they would otherwise have if these indemnification rights were not
included in the advisory agreement.
The general effect to investors of any arrangement under which any of our
controlling persons, directors or officers are insured or indemnified against
liability is a potential reduction in distributions resulting from our payment
of premiums associated with insurance. In addition, indemnification could reduce
the legal remedies available to the Wells REIT and our shareholders against the
officers and directors.
The Securities and Exchange Commission takes the position that
indemnification against liabilities arising under the Securities Act of 1933 is
against public policy and unenforceable. Indemnification of the directors,
officers, Wells Capital or its affiliates will not be allowed for liabilities
arising from or out of a violation of state or federal securities laws, unless
one or more of the following conditions are met:
. there has been a successful adjudication On the merits of each count
involving alleged securities law violations;
. such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction; or
. a court of competent jurisdiction approves a settlement of the claims
against the indemnitee and finds that indemnification of the
settlement and the related costs should be made, and the court
considering the request for indemnification has been advised of the
position of the Securities and Exchange Commission and of the
published position of any state securities regulatory authority in
which the securities were offered as to indemnification for violations
of securities laws.
Indemnification will be allowed for settlements and related expenses of
lawsuits alleging securities laws violations and for expenses incurred in
successfully defending any lawsuits, provided that a court either:
. approves the settlement and finds that indemnification of the
settlement and related costs should be made; or
. dismisses with prejudice or there is a successful adjudication on the
merits of each count involving alleged securities law violations as to
the particular indemnitee and a court approves the indemnification.
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The Advisor
The advisor of the Wells REIT is Wells Capital. Some of our officers and
directors are also officers and directors of Wells Capital. Wells Capital has
contractual responsibility to the Wells REIT and its stockholders pursuant to
the advisory agreement.
The directors and executive officers of Wells Capital are as follows:
Name Age Position
---- --- --------
Leo F. Wells, III 56 President, Treasurer and sole director
Douglas P. Williams 50 Senior Vice President and Assistant Secretary
Stephen G. Franklin 53 Senior Vice President
Kim R. Comer 45 Vice President
Linda L. Carson 56 Vice President
The backgrounds of Messrs. Wells and Williams are described in the
"Management -- Executive Officers and Directors" section of this prospectus.
Below is a brief description of the other executive officers of Wells Capital.
Stephen G. Franklin, Ph.D. is a Senior Vice President of Wells Capital, our
advisor. Mr. Franklin is responsible for ______________________. Mr. Franklin
also serves as Vice President of Wells Real Estate Funds, Inc. Prior to joining
Wells Capital, Mr. Franklin served as President of Global Access Learning, an
international executive education and management development firm. From 1997 to
1999, Mr. Franklin served as President, Chief Academic Officer and Director of
EduTrek International, a publicly traded provider of international post-
secondary education that owns the American InterContinental University, with
campuses in Atlanta, Ft. Lauderdale, Los Angeles, Washington, D.C., London and
Dubai. While at EduTrek, he was instrumental in developing the Masters and
Bachelors of Information Technology, International MBA and Adult Evening BBA
programs. Prior to joining EduTrek, Mr. Franklin was Associate Dean of the
Goizueta Business School at Emory University and a former tenured Associate
Professor of Business Administration. He served on the founding Executive MBA
faculty, and has taught graduate, undergraduate and executive courses in
Management and Organizational Behavior, Human Resources Management and
Entrepreneurship. He is also co-founder and Director of the Center for
Healthcare Leadership in the Emory University School of Medicine. Mr. Franklin
was a frequent guest lecturer at universities throughout North America, Europe
and South Africa.
In 1984, Mr. Franklin took a sabbatical from Emory University and became
Executive Vice President and a principal shareholder of Financial Service
Corporation ("FSC"), an independent financial planning broker-dealer. Mr.
Franklin and the other shareholders of FSC later sold their interests in FSC to
Mutual of New York Life Insurance Company.
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Kim R. Comer rejoined Wells Capital as National Vice President of Marketing
in April 1997 after working for Wells Capital in similar capacities from January
1992 through September 1995. Mr. Comer currently serves as Vice President of
Investor Services. In prior positions with Wells Capital, he served as Vice
President of Marketing for the southeast and northeast regions. Mr. Comer has
over ten years experience in the securities industry and is a registered
representative and financial principal with the NASD. Additionally, he has
substantial financial experience including experience as controller and chief
financial officer of two regional broker-dealers. In 1976, Mr. Comer graduated
with honors from Georgia State University with a BBA degree in accounting.
Linda L. Carson is a Vice President of Wells Capital, our advisor. She is
primarily responsible for fund, property and corporate accounting, SEC reporting
and coordination of all audits by the independent public accountants. Ms.
Carson also serves as Secretary of Wells Investment Securities, Inc., our Dealer
Manager. Ms. Carson joined Wells Capital in 1989 as Staff Accountant, became
Controller in 1991 and assumed her current position in 1996. Prior to joining
Wells Capital, Ms. Carson was an accountant with an electrical distributor. She
is a graduate of City College of New York and has completed additional
accounting courses at Kennesaw State. She is also a member of the National
Society of Accountants.
Wells Capital employs personnel, in addition to the directors and executive
officers listed above, who have extensive experience in selecting and managing
commercial properties similar to the properties sought to be acquired by the
Wells REIT.
Wells Capital currently owns 20,000 limited partnership units in Wells OP,
our operating partnership, for which it contributed $200,000. Wells Capital may
not sell these units while the advisory agreement is in effect, although it has
the right to transfer such units to an affiliate. (See "The Operating
Partnership Agreement.")
The Advisory Agreement
Many of the services to be performed by Wells Capital in managing our day-
to-day activities are summarized below. This summary is provided to illustrate
the material functions which Wells Capital will perform for us as our advisor
and it is not intended to include all of the services which may be provided to
us by third parties. Under the terms of the advisory agreement, Wells Capital
undertakes to use its best
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efforts to present to us investment opportunities consistent with our investment
policies and objectives as adopted by the board of directors. In its performance
of this undertaking, Wells Capital, either directly or indirectly by engaging an
affiliate, shall, subject to the authority of the board:
. find, present and recommend to us real estate investment opportunities
consistent with our investment policies and objectives;
. structure the terms and conditions of transactions pursuant to which
acquisitions of properties will be made;
. acquire properties on our behalf in compliance with our investment
objectives and policies;
. arrange for financing and refinancing of properties; and
. enter into leases and service contracts for the properties acquired.
The term of the current advisory agreement ends on January 30, 2001 and may
be renewed for an unlimited number of successive one year periods.
Additionally, the advisory agreement may be terminated:
. immediately by us for "cause" or upon the bankruptcy of Wells Capital
or a material breach of the advisory agreement by Wells Capital;
. without cause by a majority of the independent directors of the Wells
REIT or a majority of the directors of Wells Capital upon 60 days'
written notice; or
. immediately with "good reason" by Wells Capital.
"Good reason" is defined in the advisory agreement to mean either:
. any failure by us to obtain a satisfactory agreement from our
successor to assume and agree to perform our obligations under the
advisory agreement; or
. any material breach of the advisory agreement of any nature whatsoever
by us.
"Cause" is defined in the advisory agreement to mean fraud, criminal
conduct, willful misconduct or willful or negligent breach of fiduciary duty by
Wells Capital or a breach of the advisory agreement by Wells Capital.
Wells Capital and its affiliates expect to engage in other business
ventures and, as a result, their resources will not be dedicated exclusively to
our business. However, pursuant to the advisory agreement, Wells Capital must
devote sufficient resources to the administration of the Wells REIT to discharge
its obligations. Wells Capital may assign the advisory agreement to an affiliate
upon approval of a majority of the independent directors. We may assign or
transfer the advisory agreement to a successor entity.
Wells Capital may not make any acquisition of property or financing of such
acquisition on our behalf without the prior approval of a majority of our
independent directors. The actual terms and conditions of transactions involving
investments in properties shall be determined in the sole discretion of Wells
Capital, subject at all times to such board approval.
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We will reimburse Wells Capital for all of the costs it incurs in
connection with the services it provides to us, including, but not limited to:
. organization and offering expenses in an amount up to 3% of gross
offering proceeds, which include actual legal, accounting, printing
and expenses attributable to preparing the SEC registration statement,
qualification of the shares for sale in the states and filing fees
incurred by Wells Capital, as well as reimbursement for marketing,
salaries and direct expenses of its employees while engaged in
registering and marketing the shares and other marketing and
organization costs, other than selling commissions and the dealer
manager fee.
. the annual cost of goods and materials used by us and obtained from
entities not affiliated with Wells Capital, including brokerage fees
paid in connection with the purchase and sale of securities;
. administrative services including personnel costs; provided, however,
that no reimbursement shall be made for costs of personnel to the
extent that personnel are used in transactions for which Wells Capital
receives a separate fee; and
. acquisition expenses, which are defined to include expenses related to
the selection and acquisition of properties, at the lesser of actual
cost or 90% of competitive rates charged by unaffiliated persons
providing similar services.
Wells Capital must reimburse us at least annually for reimbursements paid
to Wells Capital in any year to the extent that such reimbursements to Wells
Capital cause our operating expenses to exceed the greater of (1) 2% of our
average invested assets, which generally consists of the average book value of
our real estate properties before reserves for depreciation or bad debts, or (2)
25% of our net income, which is defined as our total revenues less total
expenses for any given period excluding reserves for depreciation and bad debt.
Such operating expenses do not include amounts payable out of capital
contributions which are capitalized for tax and accounting purposes such as the
acquisition and advisory fees payable to Wells Capital. To the extent that
operating expenses payable or reimbursable by us exceed this limit and the
independent directors determine that the excess expenses were justified based on
unusual and nonrecurring factors which they deem sufficient, Wells Capital may
be reimbursed in future years for the full amount of the excess expenses, or any
portion thereof, but only to the extent the reimbursement would not cause our
operating expenses to exceed the limitation in any year. Within 60 days after
the end of any of our fiscal quarters for which total operating expenses for the
12 months then ended exceed the limitation, there shall be sent to the
shareholders a written disclosure, together with an explanation of the factors
the independent directors considered in arriving at the conclusion that the
excess expenses were justified.
Wells Capital and its affiliates will be paid fees in connection with
services provided to us. (See "Management Compensation.") In the event the
advisory agreement is terminated, Wells Capital will be paid all accrued and
unpaid fees and expense reimbursements, and any subordinated acquisition fees
earned prior to the termination. We will not reimburse Wells Capital or its
affiliates for services for which Wells Capital or its affiliates are entitled
to compensation in the form of a separate fee.
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Shareholdings
Wells Capital currently owns 20,000 limited partnership units of Wells OP,
our operating partnership, which constitutes 100% of the limited partner units
outstanding. Wells Capital may not sell any of these units during the period it
serves as our advisor. Wells Capital also owns 100 shares of the Wells REIT,
which it acquired upon the initial formation of the Wells REIT. Any resale of
the shares that Wells Capital currently owns and the resale of any shares which
may be acquired by our affiliates are subject to the provisions of Rule 144
promulgated under the Securities Act of 1933, which rule limits the number of
shares that may be sold at any one time and the manner of such resale. Although
Wells Capital and its affiliates are not prohibited from acquiring additional
shares, Wells Capital has no options or warrants to acquire any additional
shares and has no current plans to acquire additional shares. Wells Capital has
agreed to abstain from voting any shares it now owns or hereafter acquires in
any vote for the election of directors or any vote regarding the approval or
termination of any contract with Wells Capital or any of its affiliates.
Affiliated Companies
Property Manager
Our properties will be managed and leased initially by Wells Management
Company, Inc. (Wells Management), our Property Manager. Wells Real Estate
Funds, Inc. is the sole shareholder of Wells Management, and Mr. Wells is the
President, Treasurer and sole director of Wells Management. (See "Conflicts of
Interest.") The other principal officers of Wells Management are as follows:
Name Positions
---- ---------
M. Scott Meadows Senior Vice President and Secretary
Michael C. Berndt Vice President and Chief Investment Officer
Michael L. Watson Vice President
Wells Management is engaged in the business of real estate management. It
was organized and commenced active operations in 1983 to lease and manage real
estate projects which Wells Capital and its affiliates operate or in which they
own an interest. As of ___________, 2000, Wells Management was managing in
excess of ___________ square feet of office buildings and shopping centers. We
will pay Wells Management property management and leasing fees not exceeding the
lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of the net asset value of
the properties (excluding vacant properties) owned by the Wells REIT, calculated
on an annual basis. For purposes of this calculation, net asset value shall be
defined as the excess of (1) the aggregate of the fair market value of all
properties owned by the Wells REIT (excluding vacant properties), over (2) the
aggregate outstanding debt of the Wells REIT (excluding debts having maturities
of one year or less). In addition, we may pay Wells Management a separate fee
for the one-time initial rent-up or leasing-up of newly constructed properties
in an amount not to exceed the fee customarily charged in arm's length
transactions by others rendering similar services in the same geographic area
for similar properties as determined by a survey of brokers and agents in such
area (customarily equal to the first month's rent).
In the event that Wells Management assists a tenant with tenant
improvements, a separate fee may be charged to the tenant and paid by the
tenant. This fee will not exceed 5% of the cost of the tenant improvements.
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Wells Management derives all of its income from its property management and
leasing operations. For the fiscal year ended December 31, 1999, Wells
Management reported $1,983,066 in gross operating revenues and $400,937 in net
income.
Wells Management will hire, direct and establish policies for employees who
will have direct responsibility for each property's operations, including
resident managers and assistant managers, as well as building and maintenance
personnel. Some or all of the other employees may be employed on a part-time
basis and may also be employed by one or more of the following:
. Wells Capital;
. Wells Management;
. partnerships organized by Wells Management and its affiliates; and
. other persons or entities owning properties managed by Wells
Management.
Wells Management will also direct the purchase of equipment and supplies and
will supervise all maintenance activity.
The management fees to be paid to Wells Management will cover, without
additional expense to the Wells REIT, the property manager's general overhead
costs such as its expenses for rent and utilities.
The principal office of Wells Management is located at 6200 The Corners
Parkway, Suite 250, Norcross, Georgia 30092.
Dealer Manager
Wells Investment Securities, Inc. (Wells Investment Securities), the Dealer
Manager, is a member firm of the National Association of Securities Dealers,
Inc. (NASD). Wells Investment Securities was organized in May 1984 for the
purpose of participating in and facilitating the distribution of securities of
Wells programs.
Wells Investment Securities will provide certain wholesaling, sales
promotional and marketing assistance services to the Wells REIT in connection
with the distribution of the shares offered pursuant to this prospectus. It may
also sell a limited number of shares at the retail level. (See "Plan of
Distribution.")
Wells Real Estate Funds, Inc. is the sole shareholder of Wells Investment
Securities, and Mr. Wells is the President, Treasurer and sole director of Wells
Investment Securities. (See "Conflicts of Interest.")
IRA Custodian
Wells Advisors, Inc. (Wells Advisors) was organized in 1991 for the purpose
of acting as a non-bank custodian for IRAs investing in the securities of Wells
real estate programs. Wells Advisors currently charges no fees for such
services. Wells Advisors was approved by the Internal Revenue Service to act as
a qualified non-bank custodian for IRAs on March 20, 1992. In circumstances
where Wells Advisors acts as an IRA custodian, the authority of Wells Advisors
is limited to holding limited partnership units or REIT shares on behalf of the
beneficiary of the IRA and making distributions or reinvestments in such units
or shares solely at the direction of the beneficiary of the IRA. Well Advisors
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<PAGE>
is not authorized to vote any of such units or shares held in any IRA except in
accordance with the written instructions of the beneficiary of the IRA. Mr.
Wells is the President and sole director and owns 50% of the common stock and
all of the preferred stock of Wells Advisors. As of __________, 2000, Wells
Advisors was acting as the IRA custodian for in excess of $50,000,000 in Wells
real estate program investments.
Management Decisions
The primary responsibility for the management decisions of Wells Capital,
our advisor, including the selection of our investments and the negotiation for
these investments, will reside in Leo F. Wells, III. Wells Capital seeks to
invest in commercial properties that satisfy our investment objectives,
typically office buildings in which the major tenant is a company with a net
worth of in excess of $100,000,000. The board of directors must approve all
acquisitions of real estate properties.
Management Compensation
The following table summarizes and discloses all of the compensation and
fees, including reimbursement of expenses, to be paid by the Wells REIT to Wells
Capital and its affiliates.
<TABLE>
<CAPTION>
Form of Determination Estimated
Compensation and of Amount Maximum
---------
and Entity Dollar Amount(1)
----------------
Receiving
---------
Organizational and Offering Stage
<S> <C> <C>
Selling Up to 7% of gross offering proceeds before reallowance of $94,500,000
Commissions - commissions earned by participating broker-dealers.
Wells Investment Wells Investment Securities, our Dealer Manager, intends
Securities to reallow 100% of commissions earned to participating
broker-dealers.
Dealer Manager Up to 2.5% of gross offering proceeds before reallowance $33,750,000
Fee - Wells to participating broker-dealers. Wells Investment
Investment Securities, in its sole discretion, may reallow a portion
Securities of its dealer manager fee of up to 1.5% of the gross
Offering proceeds to be paid to such participating
broker-dealers as a marketing fee and due diligence
expense reimbursement, based on such factors as the
volume of shares sold by such participating
broker-dealers, marketing support and bona fide
conference fees incurred.
</TABLE>
45
<PAGE>
<TABLE>
<S> <C> <C>
Reimbursement Up to 3% of gross offering proceeds. All organization $18,600,000
of Organization and offering expenses (excluding selling commissions and
and Offering the dealer manager fee) will be advanced by Wells Capital
Expenses - Wells or its affiliates and reimbursed by the Wells REIT up to
Capital or its 3% of gross offering proceeds. We currently estimate
Affiliates that approximately $18,600,000 of organization and
offering costs will be incurred if the maximum offering
of 135,000,000 shares is sold.
Acquisition and Development Stage
Acquisition and Up to 3% of gross offering proceeds for the review and $40,500,000
Advisory evaluation of potential real property acquisitions.
Fees - Wells
Capital or its
Affiliates (2)
Reimbursement of Up to .5% of gross offering proceeds for reimbursement of $ 6,750,000
Acquisition expenses related to real property acquisitions, such as
Expenses - Wells legal fees, travel expenses, property appraisals, title
Capital or its insurance premium expenses and other closing costs.
Affiliates (2)
Operational Stage
Property For the management and leasing of our properties, we will Actual amounts are
Management and pay Wells Management, our Property Manager, property dependent upon
Leasing Fees - management fees equal to 2.5% of gross revenues and results of
Wells Management easing fees equal to 2% of gross revenues; provided, operations and
however, that aggregate property management and leasing therefore cannot be
fees payable to Wells Management shall not exceed the determined at the
lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of present time.
the net asset value of the properties (excluding vacant
properties) owned by the Wells REIT, calculated on an
annual basis. For purposes of this calculation, net
asset value shall be defined as the excess of (1) the
aggregate of the fair market value of all properties
owned by the Wells REIT (excluding vacant properties),
over (2) the aggregate outstanding debt of the Wells REIT
(excluding debts having maturities of one year or less).
In addition, we may pay Wells Management a separate fee
for the one-time initial rent-up or leasing-up of newly
constructed properties in an amount not to exceed the fee
customarily charged in arm's length transactions by
others rendering similar services in the same geographic
area for similar properties as determined by a survey of
brokers and agent sin such area (customarily equal to the
first month's rent).
</TABLE>
46
<PAGE>
<TABLE>
<S> <C> <C>
Real Estate In connection with the sale of properties, an amount not Actual amounts are
Commissions - exceeding the lesser of: (A) 50% of the reasonable, dependent upon
Wells Capital or customary and competitive real estate brokerage results of
its Affiliates commissions customarily paid for the sale of a comparable operations and
property in light of the size, type and location of the therefore cannot be
property, or (B) 3% of the gross sales price of each determined at the
property, subordinated to distributions to Investors present time.
from sale proceeds of an amount which, together with
prior distributions to the investors, will equal (1)
100% of their capital contributions plus (2) an 8% annual
cumulative, noncompounded return on their net capital
contributions.
Subordinated After investors have received a return of their net Actual amounts are
Participation in capital contributions and an 8% per year cumulative, dependent upon
Net Sale Proceeds noncompounded return, then Wells Capital is entitled to results of
- Wells Capital receive 10% of remaining net sales proceeds. operations and
(3) therefore cannot be
determined at the
present time.
Subordinated Upon listing, a fee equal to 10% of the amount by which Actual amounts are
Incentive (1) the market value of the outstanding stock of the dependent upon
Listing Fee - Wells REIT plus distributions paid by the Wells REIT results of
Wells Capital prior to listing, exceeds (2) the sum of the total amount operations and
(4)(5) of capital raised from investors and the amount cash flow therefore cannot be
necessary to generate an 8% per year cumulative, determined at the
noncompounded return to investors. present time.
The Wells REIT may not reimburse any entity for operating
expenses in excess of the greater of 2% of our average
invested assets or 25% of our net income for the year.
</TABLE>
_________________________
(Footnotes to "Management Compensation")
1. The estimated maximum dollar amounts are based on the sale of a maximum of
125,000,000 shares to the public at $10 per share and the sale of
10,000,000 shares at $10 per share pursuant to our dividend reinvestment
plan.
2. Notwithstanding the method by which we calculate the payment of acquisition
fees and expenses, as described in the table, the total of all such
acquisition fees and acquisition expenses shall not exceed, in the
aggregate, an amount equal to 6% of the contract price of all of the
properties which we will purchase, as required by the NASAA Guidelines.
3. The subordinated participation in net sale proceeds and the subordinated
incentive listing fee to be received by Wells Capital are mutually
exclusive of each other. In the event that the Wells REIT becomes listed
and Wells Capital receives the subordinated incentive listing fee prior to
its
47
<PAGE>
receipt of the subordinated participation in net sale proceeds, Wells
Capital shall not be entitled to any such participation in net sale
proceeds.
4. If at any time the shares become listed on a national securities exchange
or included for quotation on Nasdaq, we will negotiate in good faith with
Wells Capital a fee structure appropriate for an entity with a perpetual
life. A majority of the independent directors must approve the new fee
structure negotiated with Wells Capital. In negotiating a new fee
structure, the independent directors shall consider all of the factors they
deem relevant, including but not limited to:
. the size of the advisory fee in relation to the size, composition and
profitability of our portfolio;
. the success of Wells Capital in generating opportunities that meet our
investment objectives;
. the rates charged to other REITs and to investors other than REITs by
advisors performing similar services;
. additional revenues realized by Wells Capital through their
relationship with us;
. the quality and extent of service and advice furnished by Wells
Capital;
. the performance of our investment portfolio, including income,
conservation or appreciation of capital, frequency of problem
investments and competence in dealing with distress situations; and
. the quality of our portfolio in relationship to the investments
generated by Wells Capital for the account of other clients.
The board, including a majority of the independent directors, may not
approve a new fee structure that is, in its judgment, more favorable to
Wells Capital than the current fee structure.
5. The market value of the outstanding stock of the Wells REIT will be
calculated based on the average market value of the shares issued and
outstanding at listing over the 30 trading days beginning 180 days after
the shares are first listed on a stock exchange.
We have the option to pay the listing fee in the form of stock, cash, a
promissory note or any combination thereof. In the event the subordinated
incentive listing fee is paid to Wells Capital as a result of the listing
of the shares, we will not be required to pay Wells Capital any further
subordinated participation in net sales proceeds.
In addition, Wells Capital and its affiliates will be reimbursed only for
the actual cost of goods, services and materials used for or by the Wells REIT.
Wells Capital may be reimbursed for the administrative services necessary to the
prudent operation of the Wells REIT provided that the reimbursement shall be at
the lower of the advisor's actual cost or the amount the Wells REIT would be
required to pay to independent parties for comparable administrative services in
the same geographic location. We will not reimburse Wells Capital or its
affiliates for services for which they are entitled to compensation by way of a
separate fee. Excluded from allowable reimbursement shall be: (1) rent or
depreciation, utilities, capital equipment, other administrative items; and (2)
salaries, fringe benefits, travel expenses and other administrative items
incurred by or allocated to any controlling persons of Wells Capital or its
affiliates.
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<PAGE>
Since Wells Capital and its affiliates are entitled to differing levels of
compensation for undertaking different transactions on behalf of the Wells REIT
such as the property management fees for operating the properties and the
subordinated participation in net sale proceeds, the advisor has the ability to
affect the nature of the compensation it receives by undertaking different
transactions. However, Wells Capital is obligated to exercise good faith and
integrity in all its dealings with respect to our affairs pursuant to the
advisory agreement. (See "Management -- The Advisory Agreement.") Because
these fees or expenses are payable only with respect to certain transactions or
services, they may not be recovered by Wells Capital or its affiliates by
reclassifying them under a different category.
Stock Ownership
The following table shows, as of _____________, 2000, the amount of our
common stock beneficially owned (unless otherwise indicated) by (1) any person
who is known by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (2) our directors, (3) our executive
officers, and (4) all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Shares Beneficially Owned
-------------------------------------------------------------------------------------------------------
Shares Percentage
-------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leo F. Wells, III (1) 344 *
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
-------------------------------------------------------------------------------------------------------
Douglas P. Williams (1) 100 *
6200 The Corners Parkway, Suite 250
Norcross, GA 30092
-------------------------------------------------------------------------------------------------------
John L. Bell (2) 1,000 *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA 30328
-------------------------------------------------------------------------------------------------------
Richard W. Carpenter (2) 1,000 *
Realmark Holdings Corporation
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA 30342
-------------------------------------------------------------------------------------------------------
Bud Carter (2) 1,000 *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA 30022-5440
-------------------------------------------------------------------------------------------------------
William H. Keogler, Jr. (2) 1,000 *
469 Atlanta Country Club Drive
Marietta, GA 30067
-------------------------------------------------------------------------------------------------------
Donald S. Moss (2) 12,150 *
114 Summerour Vale
Duluth, GA 30097
-------------------------------------------------------------------------------------------------------
Walter W. Sessoms (2) 2,075 *
5995 River Chase Circle NW
Atlanta, GA 30328
-------------------------------------------------------------------------------------------------------
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Shares Beneficially Owned
-------------------------------------------------------------------------------------------------------
Shares Percentage
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Neil H. Strickland (2) 1,000 *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA 30091
-------------------------------------------------------------------------------------------------------
Northern Trust Co., Custodian for 2,156,921 ____%
Wayne County Employees'
Retirement System
Attn: Laura Santiago
P.O. Box 92996
Chicago, IL 60675
-------------------------------------------------------------------------------------------------------
Luzerne County Employees Retirement 1,009,902 ____%
Plan and Trust Dated 1/1/42
Attn: Retirement Office
North River & West Jackson Street
Courthouse Annex
Wilkes-Barre, PA 18711
-------------------------------------------------------------------------------------------------------
Police & Fireman Retirement System 2,083,333 ____%
City of Detroit
Attn: ________________
908 Coleman A. Young Municipal Center
Detroit, MI 48226
-------------------------------------------------------------------------------------------------------
All directors and executive officers 19,668 *
as a group /(1)(3)/
-------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1% of the outstanding common stock.
(1) Includes 100 shares owned by Wells Capital, which is a wholly-owned
subsidiary of Wells Real Estate Funds, Inc. Messrs. Wells and Williams are
both control persons of Wells Capital, and Mr. Wells is a control person of
Wells Real Estate Funds, Inc. Mr. Williams disclaims beneficial ownership
of the shares owned by Wells Capital.
(2) Includes options to purchase up to 1,000 shares of common stock, which are
exercisable within 60 days of ____________, 2000.
(3) Includes options to purchase an aggregate up to 7,000 shares of common
stock, which are exercisable within 60 days of ___________, 2000.
Conflicts of Interest
We are subject to various conflicts of interest arising out of our
relationship with Wells Capital, our advisor, and its affiliates, including
conflicts related to the arrangements pursuant to which Wells Capital and its
affiliates will be compensated by the Wells REIT. (See "Management
Compensation.")
The independent directors have an obligation to function on our behalf in
all situations in which a conflict of interest may arise and will have a
fiduciary obligation to act on behalf of the shareholders. These conflicts
include, but are not limited to, the following:
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<PAGE>
Interests in Real Estate Programs
Wells Capital and its affiliates are general partners of other Wells
programs, including partnerships which have investment objectives similar to
those of the Wells REIT, and we expect that they will organize other such
partnerships in the future. Wells Capital and such affiliates have legal and
financial obligations with respect to these partnerships which are similar to
their obligations to the Wells REIT. As general partners, they may have
contingent liability for the obligations of such partnerships as well as those
of the Wells REIT which, if such obligations were enforced against them, could
result in substantial reduction of their net worth.
Wells Capital and its affiliates are currently sponsoring a real estate
program known as Wells Real Estate Fund XII, L.P. The registration statement of
Wells Real Estate Fund XII, L.P. was declared effective by the Securities and
Exchange Commission on March 22, 1999 for the offer and sale to the public of up
to 7,000,000 units of limited partnership interest at a price of $10.00 per
unit.
As described in the "Prior Performance Summary," Wells Capital and its
affiliates have sponsored the following 13 other public real estate programs
with substantially identical investment objectives as those of the Wells REIT:
1. Wells Real Estate Fund I (Wells Fund I),
2. Wells Real Estate Fund II (Wells Fund II),
3. Wells Real Estate Fund II-OW (Wells Fund II-OW),
4. Wells Real Estate Fund III, L.P. (Wells Fund III),
5. Wells Real Estate Fund IV, L.P. (Wells Fund IV),
6. Wells Real Estate Fund V, L.P. (Wells Fund V),
7. Wells Real Estate Fund VI, L.P. (Wells Fund VI),
8. Wells Real Estate Fund VII, L.P. (Wells Fund VII),
9. Wells Real Estate Fund VIII, L.P. (Wells Fund VIII),
10. Wells Real Estate Fund IX, L.P. (Wells Fund IX),
11. Wells Real Estate Fund X, L.P. (Wells Fund X),
12. Wells Real Estate Fund XI, L.P. (Wells Fund XI), and
13. Wells Real Estate Fund XII, L.P. (Wells Fund XII)
In the event that the Wells REIT, or any other Wells program or other
entity formed or managed by Wells Capital or its affiliates is in the market for
similar properties, Wells Capital will review the investment portfolio of each
such affiliated entity prior to making a decision as to which Wells program will
purchase such properties. (See "Certain Conflict Resolution Procedures.")
Wells Capital may acquire, for its own account or for private placement,
properties which it deems not suitable for purchase by the Wells REIT, whether
because of the greater degree of risk, the complexity of structuring inherent in
such transactions, financing considerations or for other reasons, including
properties with potential for attractive investment returns.
Other Activities of Wells Capital and its Affiliates
We rely on Wells Capital for the day-to-day operation of our business. As
a result of its interests in other Wells programs and the fact that it has also
engaged and will continue to engage in other business activities, Wells Capital
and its affiliates will have conflicts of interest in allocating their time
between the Wells REIT and other Wells programs and activities in which they are
involved. (See "Risk Factors -- Investment Risks.") However, Wells Capital
believes that it and its affiliates have sufficient personnel to discharge fully
their responsibilities to all of the Wells programs and ventures in which they
are involved.
51
<PAGE>
Wells Capital or any of its affiliates may temporarily enter into contracts
relating to investment in properties to be assigned to the Wells REIT prior to
closing or may purchase property in their own name and temporarily hold title
for the Wells REIT provided that such property is purchased by the Wells REIT at
a price no greater than the cost of such property, including acquisition and
carrying costs, to Wells Capital or the affiliate. Further, Wells Capital or
such affiliate may not have held title to any such property on our behalf for
more than 12 months prior to the commencement of this offering; Wells Capital or
its affiliates shall not sell property to the Wells REIT if the cost of the
property exceeds the funds reasonably anticipated to be available for the Wells
REIT to purchase any such property; and all profits and losses during the period
any such property is held by the Wells REIT or its affiliates will accrue to the
Wells REIT. In no event may the Wells REIT:
. loan funds to Wells Capital or any of its affiliates; or
. enter into agreements with Wells Capital or its affiliates for the
provision of insurance covering the Wells REIT or any of our
properties.
Competition
Conflicts of interest will exist to the extent that we may acquire
properties in the same geographic areas where properties owned by other Wells
programs are located. In such a case, a conflict could arise in the leasing of
properties in the event that the Wells REIT and another Wells program were to
compete for the same tenants in negotiating leases, or a conflict could arise in
connection with the resale of properties in the event that the Wells REIT and
another Wells program were to attempt to sell similar properties at the same
time. Conflicts of interest may also exist at such time as the Wells REIT or
our affiliates managing property on our behalf seek to employ developers,
contractors or building managers as well as under other circumstances. Wells
Capital will seek to reduce conflicts relating to the employment of developers,
contractors or building managers by making prospective employees aware of all
such properties seeking to employ such persons. In addition, Wells Capital will
seek to reduce conflicts which may arise with respect to properties available
for sale or rent by making prospective purchasers or tenants aware of all such
properties. However, these conflicts cannot be fully avoided in that Wells
Capital may establish differing compensation arrangements for employees at
different properties or differing terms for resales or leasing of the various
properties.
Affiliated Dealer Manager
Since Wells Investment Securities, our Dealer Manager, is an affiliate of
Wells Capital, we will not have the benefit of an independent due diligence
review and investigation of the type normally performed by an unaffiliated,
independent underwriter in connection with the offering of securities. (See
"Plan of Distribution.")
Affiliated Property Manager
Since we anticipate that properties we acquire will be managed and leased
by Wells Management, our Property Manager, we will not have the benefit of
independent property management. (See "Management -- Affiliated Companies.")
52
<PAGE>
Lack of Separate Representation
Holland & Knight LLP is counsel to the Wells REIT, Wells Capital, Wells
Investment Securities and their affiliates in connection with this offering and
may in the future act as counsel to the Wells REIT, Wells Capital, Wells
Investment Securities and their affiliates. There is a possibility that in the
future the interests of the various parties may become adverse. In the event
that a dispute were to arise between the Wells REIT and Wells Capital, Wells
Investment Securities or any of their affiliates, separate counsel for such
matters will be retained as and when appropriate.
Joint Ventures with Affiliates of Wells Capital
We have entered into joint ventures with other Wells programs to acquire
and own properties and are likely to enter into one or more joint venture
agreements with other Wells programs for the acquisition, development or
improvement of properties. (See "Investment Objectives and Criteria -- Joint
Venture Investments.") Wells Capital and its affiliates may have conflicts of
interest in determining which Wells program should enter into any particular
joint venture agreement. The co-venturer may have economic or business
interests or goals which are or which may become inconsistent with our business
interests or goals. In addition, should any such joint venture be consummated,
Wells Capital may face a conflict in structuring the terms of the relationship
between our interests and the interest of the affiliated co-venturer and in
managing the joint venture. Since Wells Capital and its affiliates will control
both the Wells REIT and the affiliated co-venturer, agreements and transactions
between the co-venturers with respect to any such joint venture will not have
the benefit of arm's-length negotiation of the type normally conducted between
unrelated co-venturers. (See "Risk Factors -- Investment Risks.")
Receipt of Fees and Other Compensation by Wells Capital and its Affiliates
A transaction involving the purchase and sale of properties may result in
the receipt of commissions, fees and other compensation by Wells Capital and its
affiliates, including acquisition and advisory fees, the dealer manager fee,
property management and leasing fees, real estate brokerage commissions, and
participation in nonliquidating net sale proceeds. However, the fees and
compensation payable to Wells Capital and its affiliates relating to the sale of
properties are subordinated to the return to the shareholders of their capital
contributions plus cumulative returns on such capital. Subject to oversight by
the board of directors, Wells Capital has considerable discretion with respect
to all decisions relating to the terms and timing of all transactions.
Therefore, Wells Capital may have conflicts of interest concerning certain
actions taken on our behalf, particularly due to the fact that such fees will
generally be payable to Wells Capital and its affiliates regardless of the
quality of the properties acquired or the services provided to the Wells REIT.
(See "Management Compensation.")
Every transaction we enter into with Wells Capital or its affiliates is
subject to an inherent conflict of interest. The board may encounter conflicts
of interest in enforcing our rights against any affiliate in the event of a
default by or disagreement with an affiliate or in invoking powers, rights or
options pursuant to any agreement between us and any affiliate. A majority of
the independent directors who are otherwise disinterested in the transaction
must approve each transaction between us and Wells Capital or any of its
affiliates as being fair and reasonable to us and on terms and conditions no
less favorable to us than those available from unaffiliated third parties.
53
<PAGE>
Certain Conflict Resolution Procedures
In order to reduce or eliminate certain potential conflicts of interest,
our articles of incorporation contain a number of restrictions relating to (1)
transactions we enter into with Wells Capital and its affiliates, (2) certain
future offerings, and (3) allocation of properties among affiliated entities.
These restrictions include, among others, the following:
. We will not accept goods or services from Wells Capital or its
affiliates unless a majority of the directors, including a majority of
the independent directors, not otherwise interested in the
transactions approve such transactions as fair and reasonable to the
Wells REIT and on terms and conditions not less favorable to the Wells
REIT than those available from unaffiliated third parties.
. We will not purchase or lease properties in which Wells Capital or its
affiliates has an interest without a determination by a majority of
the directors, including a majority of the independent directors, not
otherwise interested in such transaction, that such transaction is
competitive and commercially reasonable to the Wells REIT and at a
price to the Wells REIT no greater than the cost of the property to
Wells Capital or its affiliates unless there is substantial
justification for any amount that exceeds such cost and such excess
amount is determined to be reasonable. In no event will we acquire
any such property at an amount in excess of its appraised value. We
will not sell or lease properties to Wells Capital or its affiliates
or to our directors unless a majority of the directors, including a
majority of the independent directors, not otherwise interested in the
transaction determine the transaction is fair and reasonable to the
Wells REIT.
. We will not make any loans to Wells Capital or its affiliates or to
our directors. In addition, Wells Capital and its affiliates will not
make loans to us or to joint ventures in which we are a joint venture
partner for the purpose of acquiring properties. Any loans made to us
by Wells Capital or its affiliates or to our directors for other
purposes must be approved by a majority of the directors, including a
majority of the independent directors, not otherwise interested in the
transaction as fair, competitive and commercially reasonable, and no
less favorable to the Wells REIT than comparable loans between
unaffiliated parties. Wells Capital and its affiliates shall be
entitled to reimbursement, at cost, for actual expenses incurred by
them on behalf of the Wells REIT or joint ventures in which we are a
joint venture partner, subject to the limitation on reimbursement of
operating expenses to the extent that they exceed the greater of 2% of
our average invested assets or 25% of our net income, as described in
the "Management -- The Advisory Agreement" section of this prospectus.
. In the event that an investment opportunity becomes available which is
suitable, under all of the factors considered by Wells Capital, for
the Wells REIT and one or more other public or private entities
affiliated with Wells Capital and its affiliates, then the entity
which has had the longest period of time elapse since it was offered
an investment opportunity will first be offered such investment
opportunity. In determining whether or not an investment opportunity
is suitable for more than one program, Wells Capital, subject to
approval by the board of directors, shall examine, among others, the
following factors:
. the cash requirements of each program;
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. the effect of the acquisition both on diversification of each
program's investments by type of commercial property and
geographic area, and on diversification of the tenants of its
properties;
. the policy of each program relating to leverage of properties;
. the anticipated cash flow of each program;
. the income tax effects of the purchase of each program;
. the size of the investment; and
. the amount of funds available to each program and the length of
time such funds have been available for investment.
If a subsequent development, such as a delay in the closing of a property
or a delay in the construction of a property, causes any such investment, in the
opinion of our board of directors and Wells Capital, to be more appropriate for
a program other than the program that committed to make the investment, Wells
Capital may determine that another program affiliated with Wells Capital or its
affiliates will make the investment. Our board of directors has a duty to ensure
that the method used by Wells Capital for the allocation of the acquisition of
properties by two or more affiliated programs seeking to acquire similar types
of properties shall be reasonable.
Investment Objectives and Criteria
General
We invest in commercial real estate properties, including properties which
are under development or construction, are newly constructed or have been
constructed and have operating histories. Our investment objectives are:
. to maximize cash dividends paid to you;
. to preserve, protect and return your capital contributions; and
. to realize growth in the value of our properties upon our ultimate
sale of such properties; and
. to provide you with liquidity of your investment by listing the shares
on a national exchange or, if we do not obtain listing of the shares
by January 30, 2008, by selling our properties and distributing the
net proceeds from such sales to you.
We cannot assure you that we will attain these objectives or that our capital
will not decrease. We may not change our investment objectives, except upon
approval of shareholders holding a majority of the shares.
Decisions relating to the purchase or sale of properties will be made by
Wells Capital, as our advisor, subject to approval by the board of directors.
See "Management" for a description of the background and experience of the
directors and executive officers.
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Acquisition and Investment Policies
We will seek to invest substantially all of the offering proceeds available
for investment in the acquisition of high grade commercial office buildings,
which are newly constructed, under construction, or which have been previously
constructed and have operating histories. We are not limited to such
investments, however. We may invest in other commercial properties such as
shopping centers, business and industrial parks, manufacturing facilities and
warehouse and distribution facilities. We will attempt to acquire commercial
properties which are less than five years old, the space in which has been
leased or preleased to one or more large corporate tenants who satisfy our
standards of creditworthiness. (See "Terms of Leases and Tenant
Creditworthiness.") The trend of Wells Capital and its affiliates in the most
recently sponsored Wells programs has been to invest primarily in office
buildings located in densely populated suburban markets. (See "Description of
Properties" and "Prior Performance Summary.")
We will seek to invest in properties that will satisfy the primary
objective of providing dividend distributions to shareholders. However, because
a significant factor in the valuation of income-producing real properties is
their potential for future income, we anticipate that the majority of properties
we acquire will have both the potential for growth in value and providing
dividend distributions to shareholders. To the extent feasible, we will strive
to invest in a diversified portfolio of properties, in terms of geography, type
of property and industry group of our tenants, that will satisfy our investment
objectives of maximizing cash available for distribution as dividends,
preserving our capital and realizing growth in value upon the ultimate sale of
our properties.
We anticipate that a minimum of 84% of the proceeds from the sale of shares
will be used to acquire real estate properties and the balance will be used to
pay various fees and expenses. (See "Estimated Use of Proceeds.")
We will not invest more than 10% of the net offering proceeds available for
investment in properties in unimproved or non-income producing properties. A
property which is expected to produce income within two years of its acquisition
will not be considered a non-income producing property.
Investment in real estate generally will take the form of fee title or of a
long-term leasehold estate. We will acquire such interests either directly in
Wells OP (See "The Operating Partnership Agreement") or indirectly through
limited liability companies or through investments in joint ventures, general
partnerships, co-tenancies or other co-ownership arrangements with the
developers of the properties, affiliates of Wells Capital or other persons.
(See "Joint Venture Investments" below.) In addition, we may purchase
properties and lease them back to the sellers of such properties. While we will
use our best efforts to structure any such sale-leaseback transaction such that
the lease will be characterized as a "true lease" so that we will be treated as
the owner of the property for federal income tax purposes, we cannot assure you
that the IRS will not challenge such characterization. In the event that any
such sale-leaseback transaction is recharacterized as a financing transaction
for federal income tax purposes, deductions for depreciation and cost recovery
relating to such property would be disallowed. (See "Federal Income Tax
Considerations -- Sale-Leaseback Transactions.")
Although we are not limited as to the geographic area where we may conduct
our operations, we intend to invest in properties located in the United States.
We are not specifically limited in the number or size of properties we may
acquire or on the percentage of net proceeds of this offering which we may
invest in a single property. The number and mix of properties we acquire will
depend upon real estate and market conditions and other circumstances existing
at the time we are acquiring our properties and the amount of the proceeds we
raise in this offering.
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In making investment decisions for us, Wells Capital will consider relevant
real estate property and financial factors, including the location of the
property, its suitability for any development contemplated or in progress, its
income-producing capacity, the prospects for long-range appreciation, its
liquidity and income tax considerations. In this regard, Wells Capital will
have substantial discretion with respect to the selection of specific
investments.
Our obligation to close the purchase of any investment will generally be
conditioned upon the delivery and verification of certain documents from the
seller or developer, including, where appropriate:
. plans and specifications;
. environmental reports;
. surveys;
. evidence of marketable title subject to such liens and encumbrances as
are acceptable to Wells Capital;
. audited financial statements covering recent operations of properties
having operating histories unless such statements are not required to
be filed with the Securities and Exchange Commission and delivered to
shareholders; and
. title and liability insurance policies.
We will not close the purchase of any property unless and until we obtain
an environmental assessment, a minimum of a Phase I review, for each property
purchased and are generally satisfied with the environmental status of the
property.
We may also enter into arrangements with the seller or developer of a
property whereby the seller or developer agrees that if during a stated period
the property does not generate a specified cash flow, the seller or developer
will pay in cash to the Wells REIT a sum necessary to reach the specified cash
flow level, subject in some cases to negotiated dollar limitations.
In determining whether to purchase a particular property, we may, in
accordance with customary practices, obtain an option on such property. The
amount paid for an option, if any, is normally surrendered if the property is
not purchased and is normally credited against the purchase price if the
property is purchased.
In purchasing, leasing and developing real estate properties, we will be
subject to risks generally incident to the ownership of real estate, including:
. changes in general economic or local conditions;
. changes in supply of or demand for similar or competing properties in
an area;
. changes in interest rates and availability of permanent mortgage funds
which may render the sale of a property difficult or unattractive;
. changes in tax, real estate, environmental and zoning laws;
. periods of high interest rates and tight money supply which may make
the sale of properties more difficult;
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. tenant turnover; and
. general overbuilding or excess supply in the market area.
Development and Construction of Properties
We may invest substantially all of the proceeds available for investment in
properties on which improvements are to be constructed or completed although we
may not invest in excess of 10% of the offering proceeds available for
investment in properties which are not expected to produce income within two
years of their acquisition. To help ensure performance by the builders of
properties which are under construction, completion of properties under
construction shall be guaranteed at the price contracted either by an adequate
completion bond or performance bond. Wells Capital may rely upon the
substantial net worth of the contractor or developer or a personal guarantee
accompanied by financial statements showing a substantial net worth provided by
an affiliate of the person entering into the construction or development
contract as an alternative to a completion bond or performance bond. Development
of real estate properties is subject to risks relating to a builder's ability to
control construction costs or to build in conformity with plans, specifications
and timetables. (See "Risk Factors -- Real Estate Risks.")
We may directly employ one or more project managers to plan, supervise and
implement the development of any unimproved properties which we may acquire.
Such persons would be compensated directly by the Wells REIT.
Acquisition of Properties from Wells Development Corporation
We may acquire properties, directly or through joint ventures with
affiliated entities, from Wells Development Corporation (Wells Development), a
corporation formed by Wells Management as a wholly owned subsidiary for the
purposes of (1) acquiring existing income-producing commercial real estate
properties, and (2) acquiring land, developing commercial real properties,
securing tenants for such properties, and selling such properties upon
completion to the Wells REIT or other Wells programs. In the case of properties
to be developed by Wells Development and sold to the Wells REIT, we anticipate
that Wells Development will:
. acquire a parcel of land;
. enter into contracts for the construction and development of a
commercial building thereon;
. enter into an agreement with one or more tenants to lease all or a
majority of the property upon its completion; and
. secure a financing commitment from a commercial bank or other
institutional lender to finance the acquisition and development of the
property.
Contracts between Wells Development and the Wells REIT will generally
provide for the Wells REIT to acquire the developed property upon its completion
and upon the tenant taking possession under its lease.
We will be required to pay a substantial sum to Wells Development at the
time of entering into the contract as a refundable earnest money deposit to be
credited against the purchase price at closing, which Wells Development will
apply to the cost of acquiring the land and initial development costs. We
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expect that the earnest money deposit will represent approximately twenty to
thirty percent (20-30%) of the purchase price of the developed property set
forth in the purchase contract.
In the case of properties we acquire from Wells Development that have
already been developed, Wells Development will be required to obtain an
appraisal for the property prior to our contracting with them, and the purchase
price we will pay under the purchase contract will not exceed the fair market
value of the property as determined by the appraisal. In the case of properties
we acquire from Wells Development which have not yet been constructed at the
time of contracting, Wells Development will be required to obtain an independent
"as built" appraisal for the property prior to our contracting with them, and
the purchase price we will pay under the purchase contract will not exceed the
anticipated fair market value of the developed property as determined by the
appraisal.
We anticipate that Wells Development will use the earnest money deposit
received from the Wells REIT upon execution of a purchase contract as partial
payment for the cost of the acquisition of the land and construction
expenditures. Wells Development will borrow the remaining funds necessary to
complete the development of the property from an independent commercial bank or
other institutional lender by pledging the real property, development contracts,
leases and all other contract rights relating to the project as security for
such borrowing. Our contract with Wells Development will require it to deliver
to us at closing title to the property, as well as an assignment of leases.
Wells Development will hold the title to the property on a temporary basis only
for the purpose of facilitating the acquisition and development of the property
prior to its resale to the Wells REIT and other affiliates of Wells Capital.
We may enter into a contract to acquire property from Wells Development
notwithstanding the fact that at the time of contracting, we have not yet raised
sufficient proceeds to enable us to pay the full amount of the purchase price at
closing. We anticipate that we will be able to raise sufficient additional
proceeds from the offering during the period between execution of the contract
and the date provided in the contract for closing. In the case of properties to
be developed by Wells Development, the contract will likely provide that the
closing will occur immediately following the completion of the development by
Wells Development. However, the contract may also provide that we may elect to
close the purchase of the property before the development has been completed, in
which case we would obtain an assignment of the construction and development
contracts from Wells Development and would complete the construction either
directly or through a joint venture with an affiliate. Any contract between the
Wells REIT, directly or indirectly through a joint venture with an affiliate,
and Wells Development for the purchase of property to be developed by Wells
Development will provide that we will be obligated to purchase the property only
if:
. Wells Development completes the development of the improvements in
accordance with the specifications of the contract, and an approved
tenant takes possession of the building under a lease satisfactory to
our advisor; and
. we have sufficient proceeds available for investment in properties at
closing to pay the balance of the purchase price remaining after
payment of the earnest money deposit.
Wells Capital will not cause the Wells REIT to enter into a contract to
acquire property from Wells Development if it does not reasonably anticipate
that funds will be available to purchase the property at the time of closing.
If we enter into a contract to acquire property from Wells Development and, at
the time for closing, are unable to purchase the property because we do not have
sufficient proceeds available for investment, we will not be required to close
the purchase of the property and will be entitled to a refund of our earnest
money deposit from Wells Development. Because Wells Development is an entity
without substantial assets or operations, however, Wells Development's
obligation to refund our earnest money deposit will be guaranteed by Wells
Management. See
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the "Management -- Affiliated Companies" section of this prospectus for a
description of Wells Management.
If Wells Management is required to make good on its guaranty, we may not be
able to obtain the earnest money deposit from Wells Management in a lump sum
since Wells Management's only significant assets are its contracts for property
management and leasing services, in which case we would more than likely be
required to accept installment payments over some period of time out of Wells
Management's operating revenues. (See "Risk Factors -- Real Estate Risks.")
Terms of Leases and Tenant Creditworthiness
The terms and conditions of any lease we enter into with our tenants may
vary substantially from those we describe in this prospectus. However, we
expect that a majority of our leases will be what is generally referred to as
"triple net" leases. A "triple net" lease provides that the tenant will be
required to pay or reimburse the Wells REIT for all real estate taxes, sales and
use taxes, special assessments, utilities, insurance and building repairs, and
other building operation and management costs, in addition to making its lease
payments.
Wells Capital has developed specific standards for determining the
creditworthiness of potential tenants of our properties. While authorized to
enter into leases with any type of tenant, we anticipate that a majority of our
tenants will be large corporations or other entities which have a net worth in
excess of $100,000,000 or whose lease obligations are guaranteed by another
corporation or entity with a net worth in excess of $100,000,000. As of
__________, 2000, approximately ___% of the aggregate gross rental income of the
Wells REIT was derived from tenants having a net worth of at least $100,000,000
or whose lease obligations are guaranteed by another corporation having a net
worth of at least $100,000,000.
In an attempt to limit or avoid speculative purchases, to the extent
possible, Wells Capital will seek to secure, on our behalf, leases with tenants
at or prior to the closing of acquisitions of our properties.
We anticipate that tenant improvements required to be funded by the
landlord in connection with newly acquired properties will be funded from our
offering proceeds. However, at such time as a tenant at one of our properties
does not renew its lease or otherwise vacates its space in one of our buildings,
it is likely that, in order to attract new tenants, we will be required to
expend substantial funds for tenant improvements and tenant refurbishments to
the vacated space. Since we do not anticipate maintaining permanent working
capital reserves, we may not have access to funds required in the future for
tenant improvements and tenant refurbishments in order to attract new tenants to
lease vacated space. (See "Risk Factors -- Real Estate Risks.")
Joint Venture Investments
We have entered into joint ventures in the past, and are likely in the
future to enter into joint ventures with affiliated entities for the
acquisition, development or improvement of properties for the purpose of
diversifying our portfolio of assets. (See "Description of Properties -- Joint
Ventures with Affiliates.") In this connection, we will likely enter into joint
ventures with Wells Fund XII, Wells Fund XIII or other Wells programs. Wells
Capital also has the authority to cause us to enter into joint ventures, general
partnerships, co-tenancies and other participations with real estate developers,
owners and others for the purpose of developing, owning and operating real
properties. (See "Conflicts of Interest.") In determining whether to invest in
a particular joint venture, Wells Capital will evaluate the real property which
such joint venture owns or is being formed to own under the same criteria
described elsewhere in
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this prospectus for the selection of real estate property investments of the
Wells REIT. (See generally "Investment Objectives and Criteria.")
At such time as Wells Capital believes that a reasonable probability exists
that we will enter into a joint venture with another Wells program for the
acquisition or development of a specific property, this prospectus will be
supplemented to disclose the terms of such proposed investment transaction.
Based upon Wells Capital's experience, in connection with the development of a
property which is currently owned by a Wells program, this would normally occur
upon the signing of legally binding purchase agreement for the acquisition of a
specific property or leases with one or more major tenants for occupancy at a
particular property and the satisfaction of all major contingencies contained in
such purchase agreement, but may occur before or after any such time, depending
upon the particular circumstances surrounding each potential investment. You
should not rely upon such initial disclosure of any proposed transaction as an
assurance that we will ultimately consummate the proposed transaction or that
the information we provide in any supplement to this prospectus concerning any
proposed transaction will not change after the date of the supplement.
We intend to enter into joint ventures with other Wells programs for the
acquisition of properties, but we may only do so provided that:
. a majority of our directors, including a majority of the independent
directors, approve the transaction as being fair and reasonable to the
Wells REIT;
. the investment by the Wells REIT and such affiliate are on
substantially the same terms and conditions; and
. we will have a right of first refusal to buy if such co-venturer elects
to sell its interest in the property held by the joint venture.
In the event that the co-venturer were to elect to sell property held in any
such joint venture, however, we may not have sufficient funds to exercise our
right of first refusal to buy the other co-venturer's interest in the property
held by the joint venture. In the event that any joint venture with an
affiliated entity holds interests in more than one property, the interest in
each such property may be specially allocated based upon the respective
proportion of funds invested by each co-venturer in each such property. Entering
into joint ventures with other Wells programs will result in certain conflicts
of interest. (See "Conflicts of Interest -- Joint Ventures with Affiliates of
Wells Capital.")
Borrowing Policies
While we strive for diversification, the number of different properties we
can acquire will be affected by the amount of funds available to us. See
"Description of Properties -- Real Estate Loans" for a description of our
existing loans and the outstanding loan balances.
Our ability to increase our diversification through borrowing could be
adversely impacted by banks and other lending institutions reducing the amount
of funds available for loans secured by real estate. When interest rates on
mortgage loans are high or financing is otherwise unavailable on a timely basis,
we may purchase certain properties for cash with the intention of obtaining a
mortgage loan for a portion of the purchase price at a later time.
There is no limitation on the amount we may invest in any single improved
property or on the amount we can borrow for the purchase of any property. The
NASAA Guidelines only limit our borrowing to 75% of the value of all properties
unless any excess borrowing is approved by a majority of
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the independent directors and is disclosed to shareholders in our next quarterly
report. However, under our articles of incorporation, we have a self-imposed
limitation on borrowing which precludes us from borrowing in the aggregate in
excess of 50% of the value of all of our properties. As of ____________, 2000,
we had an aggregate debt leverage ratio of ___% of the value of our properties.
By operating on a leveraged basis, we will have more funds available for
investment in properties. This will allow us to make more investments than would
otherwise be possible, resulting in a more diversified portfolio. Although our
liability for the repayment of indebtedness is expected to be limited to the
value of the property securing the liability and the rents or profits derived
therefrom, our use of leveraging increases the risk of default on the mortgage
payments and a resulting foreclosure of a particular property. (See "Risk
Factors -- Real Estate Risks.") To the extent that we do not obtain mortgage
loans on our properties, our ability to acquire additional properties will be
restricted. Wells Capital will use its best efforts to obtain financing on the
most favorable terms available to us. Lenders may have recourse to assets not
securing the repayment of the indebtedness.
Wells Capital will refinance properties during the term of a loan only in
limited circumstances, such as when a decline in interest rates makes it
beneficial to prepay an existing mortgage, when an existing mortgage matures or
if an attractive investment becomes available and the proceeds from the
refinancing can be used to purchase such investment. The benefits of the
refinancing may include an increased cash flow resulting from reduced debt
service requirements, an increase in dividend distributions from proceeds of the
refinancing, if any, and/or an increase in property ownership if some
refinancing proceeds are reinvested in real estate.
We may not borrow money from any of our directors or from Wells Capital and
its affiliates for the purpose of acquiring real properties. Any loans by such
parties for other purposes must be approved by a majority of the directors,
including a majority of the independent directors, not otherwise interested in
the transaction as fair, competitive and commercially reasonable and no less
favorable to the Wells REIT than comparable loans between unaffiliated parties.
Disposition Policies
We intend to hold each property we acquire for an extended period. However,
circumstances might arise which could result in the early sale of some
properties. A property may be sold before the end of the expected holding period
if:
. the tenant has involuntarily liquidated;
. in the judgment of Wells Capital, the value of a property might decline
substantially;
. an opportunity has arisen to improve other properties;
. we can increase cash flow through the disposition of the property;
. the tenant is in default under the lease; or
. in our judgment, the sale of the property is in our best interests.
The determination of whether a particular property should be sold or
otherwise disposed of will be made after consideration of relevant factors,
including prevailing economic conditions, with a view to achieving maximum
capital appreciation. We cannot assure you that this objective will be realized.
The selling price of a property which is net leased will be determined in large
part by the amount of rent
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payable under the lease. If a tenant has a repurchase option at a formula price,
we may be limited in realizing any appreciation. In connection with our sales of
properties we may lend the purchaser all or a portion of the purchase price. In
these instances, our taxable income may exceed the cash received in the sale.
(See "Federal Income Considerations -- Failure to Qualify as a REIT.") The terms
of payment will be affected by custom in the area in which the property being
sold is located and the then prevailing economic conditions.
If our shares are not listed for trading on a national securities exchange
or included for quotation on Nasdaq by January 30, 2008, our articles of
incorporation require us to begin the sale of all of our properties and
distribute the net sale proceeds to you in liquidation of the Wells REIT. In
making the decision to apply for listing of our shares, the directors will try
to determine whether listing our shares or liquidating our assets will result in
greater value for the shareholders. It cannot be determined at this time the
circumstances, if any, under which the directors will agree to list our shares.
Even if our shares are not listed or included for quotation, we are under no
obligation to actually sell our portfolio within this period since the precise
timing will depend on real estate and financial markets, economic conditions of
the areas in which the properties are located and federal income tax effects on
shareholders which may prevail in the future. Furthermore, we cannot assure you
that we will be able to liquidate our assets, and it should be noted that we
will continue in existence until all properties are sold and our other assets
are liquidated.
Investment Limitations
Our articles of incorporation place numerous limitations on us with respect
to the manner in which we may invest our funds. These limitations cannot be
changed unless our articles of incorporation are amended, which requires the
approval of the shareholders. Unless the articles are amended, we will not:
. invest in commodities or commodity futures contracts, except for
futures contracts when used solely for the purpose of hedging in
connection with our ordinary business of investing in real estate
assets and mortgages;
. invest in real estate contracts of sale, otherwise known as land sale
contracts, unless the contract is in recordable form and is
appropriately recorded in the chain of title;
. make or invest in mortgage loans except in connection with a sale or
other disposition of a property;
. make or invest in mortgage loans unless an appraisal is obtained
concerning the underlying property except for those mortgage loans
insured or guaranteed by a government or government agency. Mortgage
debt on any property shall not exceed such property's appraised value.
In cases where the board of directors determines, and in all cases in
which the transaction is with any of our directors or Wells Capital
and its affiliates, such appraisal shall be obtained from an
independent appraiser. We will maintain such appraisal in our records
for at least five years and it will be available for your inspection
and duplication. We will also obtain a mortgagee's or owner's title
insurance policy as to the priority of the mortgage;
. make or invest in mortgage loans that are subordinate to any mortgage
or equity interest of any of our directors, Wells Capital or its
affiliates;
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. make or invest in mortgage loans, including construction loans, on any
one property if the aggregate amount of all mortgage loans on such
property would exceed an amount equal to 85% of the appraised value of
such property as determined by appraisal unless substantial
justification exists because of the presence of other underwriting
criteria;
. invest in junior debt secured by a mortgage on real property which is
subordinate to the lien or other senior debt except where the amount
of such junior debt plus any senior debt exceeds 90% of the appraised
value of such property, if after giving effect thereto, the value of
all such mortgage loans of the Wells REIT would not then exceed 25% of
our net assets, which shall mean our total assets less our total
liabilities;
. borrow in excess of 50% of the aggregate value of all properties owned
by us, provided that we may borrow in excess of 50% of the value of an
individual property;
. engage in any short sale or borrow on an unsecured basis, if the
borrowing will result in asset coverage of less than 300%. "Asset
coverage," for the purpose of this clause, means the ratio which the
value of our total assets, less all liabilities and indebtedness for
unsecured borrowings, bears to the aggregate amount of all of our
unsecured borrowings;
. make investments in unimproved property or indebtedness secured by a
deed of trust or mortgage loans on unimproved property in excess of
10% of our total assets;
. issue equity securities on a deferred payment basis or other similar
arrangement;
. issue debt securities in the absence of adequate cash flow to cover
debt service;
. issue equity securities which are non-voting or assessable;
. issue "redeemable securities" as defined in Section 2(a)(32) of the
Investment Company Act of 1940;
. grant warrants or options to purchase shares to officers or affiliated
directors or to Wells Capital or its affiliates except on the same
terms as the options or warrants are sold to the general public and
the amount of the options or warrants does not exceed an amount equal
to 10% of the outstanding shares on the date of grant of the warrants
and options;
. engage in trading, as compared with investment activities, or engage
in the business of underwriting or the agency distribution of
securities issued by other persons;
. invest more than 5% of the value of our assets in the securities of
any one issuer if the investment would cause us to fail to qualify as
a REIT;
. invest in securities representing more than 10% of the outstanding
voting securities of any one issuer if the investment would cause us
to fail to qualify as a REIT; or
. lend money to Wells Capital or its affiliates.
Wells Capital will continually review our investment activity to attempt to
ensure that we do not come within the application of the Investment Company Act
of 1940. Among other things, Wells Capital will attempt to monitor the
proportion of our portfolio that is placed in various investments so that we do
not come within the definition of an "investment company" under the act. If at
any time the character of
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our investments could cause us to be deemed an investment company for purposes
of the Investment Company Act of 1940, we will take the necessary action to
ensure that we are not deemed to be an "investment company."
Change in Investment Objectives and Limitations
Our articles of incorporation require that the independent directors review
our investment policies at least annually to determine that the policies we are
following are in the best interest of the shareholders. Each determination and
the basis therefor shall be set forth in our minutes. The methods of
implementing our investment policies also may vary as new investment techniques
are developed. The methods of implementing our investment objectives and
policies, except as otherwise provided in the organizational documents, may be
altered by a majority of the directors, including a majority of the independent
directors, without the approval of the shareholders.
Description of Properties
General
As of ___________, 2000, we had purchased interests in __ real estate
properties located in __ states, all of which are leased to tenants on a triple-
net basis. The cost of each of the properties will be depreciated for tax
purposes over a 40 year period on a straight-line basis. We believe all of the
properties are adequately covered by insurance and are suitable for their
intended purposes. The following table provides certain additional information
about these properties.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Tenant Property % Purchase Square Annual Lease
Location Owned Price Feet Rent Expiration
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Quest Software, Irvine, CA ___% $ 7,193,000 65,006 $ 1,287,119 12/2003
Inc.
--------------------------------------------------------------------------------------------------------------
Delphi Automotive Troy, MI 100% $19,800,000 107,152 $ 1,848,372 04/2007
Systems, LLC
--------------------------------------------------------------------------------------------------------------
Avnet, Inc. Tempe, AZ 100% $13,250,000 132,070 $ 1,516,164 04/2010
--------------------------------------------------------------------------------------------------------------
Siemens Automotive Troy, MI 50% $14,265,000 77,054 $ 1,309,918 08/2010
Corp.
--------------------------------------------------------------------------------------------------------------
Motorola, Inc. Tempe, AZ 100% $16,000,000 133,225 $ 1,843,834 08/2005
--------------------------------------------------------------------------------------------------------------
ASM Lithography, Tempe, AZ 100% $17,355,000 95,133 $ 1,927,788 06/2013
Inc.
--------------------------------------------------------------------------------------------------------------
Dial Corp. Scottsdale, AZ 100% $14,250,000 129,689 $ 1,387,672 08/2008
--------------------------------------------------------------------------------------------------------------
Metris Direct, Inc. Tulsa, OK 100% $12,700,000 101,100 $ 1,187,925 01/2010
--------------------------------------------------------------------------------------------------------------
Cinemark USA, Plano, TX 100% $21,800,000 66,024/ $ 1,366,491/ 12/2009/
Inc./ The 52,084 $ 1,250,016 11/2006
Coca Cola Co.
--------------------------------------------------------------------------------------------------------------
The Gartner Group, Ft. Myers, FL 57% $ 8,320,000 62,400 $ 790,642 12/2008
Inc.
--------------------------------------------------------------------------------------------------------------
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Tenant Property % Purchase Square Annual Lease
Location Owned Price Feet Rent Expiration
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Marconi Data Wood Dale, IL 100% $32,630,940 250,354 $ 2,838,952 11/2011
Systems, Inc.
--------------------------------------------------------------------------------------------------------------
Johnson Matthey, Tredyffrin 57% $ 8,000,000 130,000 $ 789,750 6/2007
Inc. Township, PA
--------------------------------------------------------------------------------------------------------------
ABB Power Richmond, VA 100% $11,400,000 102,000 $ 1,183,731 7/2007
Generation, Inc.
--------------------------------------------------------------------------------------------------------------
Sprint Leawood, KA 57% $9,9500,000 68,900 $ 999,048 5/2007
Communications
Company, L.P.
--------------------------------------------------------------------------------------------------------------
EYBL Cartex, Inc. Greenville, SC 57% $ 5,085,000 169,510 $ 508,530 2/2008
--------------------------------------------------------------------------------------------------------------
Matsushita Lake Forest, 100% $18,400,000 150,000 $ 1,830,000 1/2007
Avionics Systems CA
Corporation
--------------------------------------------------------------------------------------------------------------
Pennsylvania Harrisburg, PA 100% $12,291,200 81,859 $ 1,416,221 11/2007
Cellular Telephone
Corp.
--------------------------------------------------------------------------------------------------------------
Pricewaterhouse- Tampa, FL 100% $21,127,854 130,091 $ 1,915,741 12/2008
Coopers, LLP
--------------------------------------------------------------------------------------------------------------
Cort Furniture Fountain 43.7% $ 6,400,000 52,000 $ 758,964 10/2003
Rental Corporation Valley, CA
--------------------------------------------------------------------------------------------------------------
Fairchild Fremont, CA 77.5% $ 8,900,000 58,424 $ 842,062 11/2004
Technologies
U.S.A., Inc.
--------------------------------------------------------------------------------------------------------------
Iomega Corporation Ogden City, UT 3.7% $ 5,025,000 108,000 $ 480,000 07/2006
--------------------------------------------------------------------------------------------------------------
ODS Technologies, Broomfield, CO 3.7% $ 8,275,000 51,974 $ 839,400 10/2001
L.P. and GAIAM,
Inc.
--------------------------------------------------------------------------------------------------------------
Ohmeda, Inc. Louisville, CO 3.7% $10,325,000 106,750 $ 1,004,520 01/2005
--------------------------------------------------------------------------------------------------------------
ABB Flakt, Inc. Knoxville, TN 3.7% $ 7,900,000 87,000 $ 881,150 12/2007
--------------------------------------------------------------------------------------------------------------
Lucent Oklahoma 3.7% $ 5,504,276 55,017 $ 508,383 01/2008
Technologies, Inc. City, OK
--------------------------------------------------------------------------------------------------------------
</TABLE>
66
<PAGE>
Joint Ventures with Affiliates
The Wells Fund VIII-Fund IX-REIT Joint Venture
Wells OP entered into a Joint Venture Agreement with the Fund VIII-IX Joint
Venture known as the Wells Fund VIII-Fund IX-REIT Joint Venture (VIII-IX-REIT
Joint Venture) for the purpose of the ownership, leasing, operation, sale and
management of the Bake Parkway Building. The investment objectives of Wells Fund
VIII and Wells Fund IX are substantially identical to our investment objectives.
The Bake Parkway Building was originally purchased by the Fund VIII-IX
Joint Venture in January 1997. On June 9, 2000, the Fund VIII-IX Joint Venture
entered into a lease for the Bake Parkway Building with Quest Software, Inc. and
subsequently contributed the Bake Parkway Building to the VIII-IX-REIT Joint
Venture as its capital contribution at an agreed upon value of $7,612,733. Wells
OP is anticipated to contribute a total of approximately $1,250,000 as its
capital contribution to the VIII-IX-REIT Joint Venture to fund the necessary
tenant improvements required under the lease with Quest Software, Inc., leasing
commissions and costs and expenses associated with the transfer of the Bake
Parkway Building to the VIII-IX-REIT Joint Venture.
The VIII-IX-REIT Joint Venture Agreement provides that all income, loss,
profit, net cash flow, resale gain and sale proceeds of the VIII-IX-REIT Joint
Venture are to be allocated and distributed between Wells OP, Wells Fund VIII
and Wells Fund IX based upon their respective capital contributions to the joint
venture. As of ___________, 2000, the joint venture partners of the VIII-IX-REIT
Joint Venture had made the following contributions and held the following equity
percentage interests:
--------------------------------------------------------------------------
Joint Venture Partner Capital Contribution Equity Interest
--------------------------------------------------------------------------
Wells OP $__________ _____%
--------------------------------------------------------------------------
Wells Fund VIII $ __________ _____%
--------------------------------------------------------------------------
Wells Fund IX $ __________ _____%
--------------------------------------------------------------------------
The Wells Fund XII-REIT Joint Venture
Wells Fund XII and Wells OP entered into a Joint Venture Partnership
Agreement for the purpose of acquiring, owning, leasing, operating and managing
real properties. The joint venture partnership is known as the Wells Fund XII-
REIT Joint Venture Partnership (XII-REIT Joint Venture). The investment
objectives of Wells Fund XII are substantially identical to our investment
objectives.
The XII-REIT Joint Venture Agreement provides that all income, loss,
profit, net cash flow, resale gain and sale proceeds of the XII-REIT Joint
Venture are to be allocated and distributed between Wells OP and Wells Fund XII
based upon their respective capital contributions to the joint venture. As of
___________, 2000, the joint venture partners of the XII-REIT Joint Venture had
made the following contributions and held the following equity percentage
interests:
--------------------------------------------------------------------------
Joint Venture Partner Capital Contribution Equity Interest
--------------------------------------------------------------------------
Wells OP $__________ _____%
--------------------------------------------------------------------------
Wells Fund XII $__________ _____%
--------------------------------------------------------------------------
The XII-REIT Joint Venture owns the Siemens Building, which is described
below.
The Wells Fund XI-Fund XII-REIT Joint Venture
Wells OP entered into an Amended and Restated Joint Venture Partnership
Agreement with Wells Fund XI and Wells Fund XII for the purpose of the
acquisition, ownership, development, leasing,
67
<PAGE>
operation, sale and management of real properties known as The XI-XII-REIT Joint
Venture (XI-XII-REIT Joint Venture). The XI-XII-REIT Joint Venture was
originally formed on May 1, 1999 between Wells OP and Wells Fund XI. On June 21,
1999, Wells Fund XII was admitted to the XI-XII-REIT Joint Venture as a joint
venture partner. The investment objectives of Wells Fund XI and Wells Fund XII
are substantially identical to our investment objectives.
The XI-XII-REIT Joint Venture Agreement provides that all income, profit,
loss, cash flow, resale gain, resale loss and sale proceeds of the XI-XII-REIT
Joint Venture will be allocated and distributed among Wells OP, Wells Fund XI
and Wells Fund XII based on their respective capital contributions to the joint
venture. As of _____________, 2000, the joint venture partners of the XI-XII-
REIT Joint Venture had made the following contributions and held the following
equity percentage interests:
--------------------------------------------------------------------------
Joint Venture Partner Capital Contribution Equity Interest
--------------------------------------------------------------------------
Wells OP $17,641,211 56.77%
--------------------------------------------------------------------------
Wells Fund XI $ 8,131,351 26.17%
--------------------------------------------------------------------------
Wells Fund XII $ 5,300,000 17.06%
--------------------------------------------------------------------------
The XI-XII-REIT Joint Venture owns the EYBL CarTex Building, the Sprint
Building, the Johnson Matthey Building and the Gartner Building, which are
described below.
The Fund IX, Fund X, Fund XI and REIT Joint Venture
Wells OP entered into an Amended and Restated Joint Venture Agreement with
Wells Fund IX, Wells Fund X and Wells Fund XI, known as The Fund IX, Fund X,
Fund XI and REIT Joint Venture (IX-X-XI-REIT Joint Venture) for the purpose of
the acquisition, ownership, development, leasing, operation, sale and management
of real properties. The IX-X-XI-REIT Joint Venture, formerly known as Fund IX
and X Associates, was originally formed on March 20, 1997 between Wells Fund IX
and Wells Fund X. On June 11, 1998, Wells OP and Wells Fund XI were admitted as
joint venture partners to the IX-X-XI-REIT Joint Venture. The investment
objectives of Wells Fund IX, Wells Fund X and Wells Fund XI are substantially
identical to our investment objectives.
The IX-X-XI-REIT Joint Venture Agreement provides that all income, profit,
loss, cash flow, resale gain, resale loss and sale proceeds of the IX-X-XI-REIT
Joint Venture will be allocated and distributed among Wells OP, Wells Fund IX,
Wells Fund X and Wells Fund XI based on their respective capital contributions
to the IX-X-XI-REIT Joint Venture. As of ____________ _____, 2000, the joint
venture partners of the IX-X-XI-REIT Joint Venture had made the following
contributions and held the following equity percentage interests:
------------------------------------------------------------------------
Joint Venture Partner Capital Contribution Equity Interest
------------------------------------------------------------------------
Wells OP $ 1,421,466 3.74%
------------------------------------------------------------------------
Wells Fund IX $14,833,708 39.00%
------------------------------------------------------------------------
Wells Fund X $18,420,162 48.43%
------------------------------------------------------------------------
Wells Fund XI $ 3,357,436 8.83%
------------------------------------------------------------------------
The IX-X-XI-REIT Joint Venture owns the Lucent Building, the ABB Knoxville
Building, the Ohmeda Building, the Interlocken Building and the Iomega Building,
which are described below.
68
<PAGE>
The Cort Joint Venture
Wells OP entered into a Joint Venture Agreement with the Fund X-XI Joint
Venture known as Wells/Orange County Associates (Cort Joint Venture) for the
purpose of the acquisition, ownership, leasing, operation, sale and management
of real properties, including, but not limited to, the Cort Furniture Building.
As of _________, 2000, Wells OP had made total capital contributions to the
Cort Joint Venture of $__________ and held an equity percentage interest in the
Cort Joint Venture of ____%, and the Fund X-XI Joint Venture made total capital
contributions to the Cort Joint Venture of $_________ and held an equity
percentage interest in the Cort Joint Venture of ____%.
The Fremont Joint Venture
Wells OP entered into a Joint Venture Agreement known as Wells/Fremont
Associates (Fremont Joint Venture) with Fund X and Fund XI Associates (Fund X-XI
Joint Venture), a joint venture between Wells Fund X and Wells Fund XI. The
purpose of the Fremont Joint Venture is the acquisition, ownership, leasing,
operation, sale and management of real properties, including, but not limited
to, the Fairchild Building.
As of ___________, 2000, Wells OP had made total capital contributions to
the Fremont Joint Venture of $____________ and held an equity percentage
interest in the Fremont Joint Venture of ____%, and the Fund X-XI Joint Venture
had made total capital contributions to the Fremont Joint Venture of $_________
and held an equity percentage interest in the Fremont Joint Venture of ____%.
General Provisions
Wells OP is acting as the initial Administrative Venturer of the VIII-IX-
REIT Joint Venture, the XII-REIT Joint Venture, the XI-XII-REIT Joint Venture,
the IX-X-XI-REIT Joint Venture, the Cort Joint Venture and the Fremont Joint
Venture and, as such, is responsible for establishing policies and operating
procedures with respect to the business and affairs of each of these joint
ventures. However, approval of the other joint venture partners will be required
for any major decision or any action which materially affects these joint
ventures or their real property investments.
The XII-REIT Joint Venture Agreement, the XI-XII-REIT Joint Venture
Agreement and the IX-X-XI-REIT Joint Venture Agreement each allow any joint
venture partner to make a buy/sell election upon receipt by any other joint
venture partner of a bona fide third-party offer to purchase all or
substantially all of the properties or the last remaining property of the
respective joint venture. Upon receipt of notice of such third-party offer, each
joint venture partner must elect within 30 days after receipt of the notice to
either (1) purchase the entire interest of each venture partner that wishes to
accept the offer on the same terms and conditions as the third-party offer to
purchase, or (2) consent to the sale of the properties or last remaining
property pursuant to such third-party offer.
The Bake Parkway Building
The Bake Parkway Building is a two story office building containing
approximately 65,006 rentable square feet on a 4.4 acre tract of land in Irvine,
California. Construction of the Bake Parkway Building was completed in 1984 and
the building was refurbished in 1996. The VIII-IX Joint Venture purchased the
Bake Parkway Building on January 10, 1997 for a purchase price of $7,193,000. On
July 1, 2000, the VIII-IX Joint Venture contributed the Bake Parkway Building to
the VIII-IX-REIT Joint
69
<PAGE>
Venture and was credited with making a capital contribution to the joint venture
in the amount of $7,612,733.
The Bake Parkway Building is currently leased to Quest Software, Inc.
(Quest). Quest is a publicly traded corporation that provides software database
management and disaster recovery services for its clients. Quest was established
in April 1987 to develop and market software products to help insure
uninterrupted, high performance access to enterprise and custom computing
applications and databases. Quest has organized their product offerings to
target application development and deployment, performance and availability, and
information delivery needs of the Oracle and other open systems markets. Quest
has grown to more than 1,000 people worldwide and has more than 5,000 installed
customer sites.
The initial term of the lease is forty-two (42) months which commenced on
June 9, 2000 and expires on December 31, 2003. The base rent payable for the
initial six months of the lease is $653,400. The annual base rent payable for
the remaining portion of the initial lease term is $1,287,119. Quest has the
right to extend the lease for two additional one year periods of time at an
annual base rent of $1,365,126.
The Delphi Building
The Delphi Building is a three story office building containing
approximately 107,152 rentable square feet on a 5.52 acre tract of land. Wells
OP purchased the Delphi Building on June 29, 2000 for a purchase price of
$19,800,000. Construction of the Delphi Building was completed in May 2000.
The Delphi Building is located in Troy, Oakland County, Michigan, in the
heart of what is generally called "Automation Alley."
The Delphi Building is leased to Delphi Automotive Systems LLC (Delphi
LLC). Delphi LLC is a wholly owned subsidiary of Delphi Automotive Systems
Corporation (Delphi), formally the Automotive Components Group of General
Motors, which was spun from General Motors in May 1999. Delphi is the world's
largest automotive components supplier and sells its products to almost every
major manufacturer of light vehicles in the world.
The initial term of the Delphi lease is seven years which commenced on May
1, 2000 and expires on April 30, 2007. Delphi LLC has the right to extend the
Delphi lease for two additional five year periods of time at 95% of the then
current fair market rental rate. The base rent payable for the initial lease
term is as follows:
------------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
------------------------------------------------------------------
Year 1 $1,848,372 $154,031
------------------------------------------------------------------
Year 2 $1,901,948 $158,496
------------------------------------------------------------------
Year 3 $1,955,524 $162,960
------------------------------------------------------------------
Year 4 $2,009,100 $167,425
------------------------------------------------------------------
Year 5 $2,062,676 $171,890
------------------------------------------------------------------
Year 6 $2,116,252 $176,354
------------------------------------------------------------------
Year 7 $2,169,828 $180,819
------------------------------------------------------------------
The Avnet Building
The Avnet Building is a two story office building containing approximately
132,070 rentable square feet on a 9.63 acre tract of land located in Tempe,
Arizona. Wells OP purchased the Avnet
70
<PAGE>
Building on June 12, 2000 for a purchase price of $13,250,000. Construction of
the Avnet Building was completed in April 2000.
The Avnet Building is located on a 9.63 acre tract of land within the
Arizona State University Research Park. The land upon which the Avnet Building
is situated is subject to a long-term ground lease with Price-Elliott Research
Park, Inc.
The Avnet Building is leased to Avnet, Inc. (Avnet). Avnet is a Fortune 300
company and one of the world's largest industrial distributors of electronic
components and computer products, including microprocessors, semi conductors and
electromechanical devices, serving customers in sixty countries. Additionally,
Avnet distributes a variety of computer products to consumers and resellers.
Avnet sells products of more than one hundred of the world's leading component
manufacturers to customers around the world.
The initial term of the Avnet lease is ten years which commenced on May 1,
2000 and expires on April 30, 2010. Avnet has the right to extend the Avnet
lease for two additional five year periods of time. The yearly rent payable for
the first three years of each extension period will be at the current fair
market rental rate at the end of the preceding term. The yearly rent payable for
the fourth and fifth years of each extension period will be the current fair
market rental rate at the end of the preceding term multiplied by a factor of
1.093.
The base rent payable for the initial lease term is as follows:
----------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
----------------------------------------------------------------
Years 1-3 $1,516,164 $126,347
----------------------------------------------------------------
Years 4-6 $1,657,479 $138,123
----------------------------------------------------------------
Years 7-10 $1,812,000 $151,000
----------------------------------------------------------------
Avnet has a right of first refusal to purchase the Avnet Building if
attempts to sell the Avnet Building during the term of the Avnet lease.
Avnet also has an expansion option which allows Avnet the ability to expand
the Avnet Building during the term of the Avnet lease. Wells OP has the option
to undertake the expansion or allow Avnet to undertake the expansion at its own
expense, subject to certain terms and conditions.
The Avnet ground lease commenced on April 5, 1999 and expires on September
30, 2083. The ground lease payments required pursuant to the Avnet ground lease
are as follows:
--------------------------------------------------------------------
Lease Years Annual Rent
--------------------------------------------------------------------
Years 1 to 10 $230,777
--------------------------------------------------------------------
Years 11 to 20 $302,108
--------------------------------------------------------------------
Years 21 to 30 $390,223
--------------------------------------------------------------------
Years 31 to 40 10% of fair market value of land in year 30
--------------------------------------------------------------------
Years 41 to 50 Rent from year 45 plus 3% per year increase
--------------------------------------------------------------------
Years 51 to 60 Rent from year 55 plus 3% per year increase
--------------------------------------------------------------------
Years 61 to 70 10% of fair market value of land in Year 65
--------------------------------------------------------------------
Years 71 to 85 Rent from year 75 plus 3% per year increase
--------------------------------------------------------------------
Wells OP has the right to terminate the Avnet ground lease prior to the
expiration of the 30th year.
The Siemens Building
71
<PAGE>
The Siemens Building is a three story office building containing
approximately 77,054 rentable square feet on a 5.3 acre tract of land located in
Troy, Michigan. The XII-REIT Joint Venture purchased the Siemens Building on May
10, 2000 for a purchase price of $14,265,000. The Siemens Building is located at
4685 Investment Drive in Troy Michigan in the heart of "Automation Alley."
The Siemens Building is leased to Siemens Automotive Corporation (Siemens).
Siemens is a subsidiary of Siemens Corporation USA, a domestic corporation which
conducts the American operations of Siemens AG, the world's second largest
manufacturer of electronic capital goods. Siemens, part of the worldwide
Automotive Systems Group of Siemens AG, is a supplier of advanced electronic and
electrical products and systems to automobile manufacturers.
The initial term of the Siemens lease is ten years which commenced on March
3, 2000 and expires on August 31, 2010. Siemens has the right to extend the
Siemens lease for two additional five year periods of time at 95% of the then
current fair market rental rate. The base rent payable for the initial lease
term is as follows:
-------------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
-------------------------------------------------------------------
Year 1 $1,309,918 $109,160
-------------------------------------------------------------------
Year 2 $1,342,281 $111,857
-------------------------------------------------------------------
Year 3 $1,374,643 $114,554
-------------------------------------------------------------------
Year 4 $1,407,006 $117,251
-------------------------------------------------------------------
Year 5 $1,439,369 $119,947
-------------------------------------------------------------------
Year 6 $1,471,731 $122,644
-------------------------------------------------------------------
Year 7 $1,504,094 $125,341
-------------------------------------------------------------------
Year 8 $1,536,457 $128,038
-------------------------------------------------------------------
Year 9 $1,568,819 $130,735
-------------------------------------------------------------------
Year 10 and first 6 $1,601,182 $133,432
months of Year 11
-------------------------------------------------------------------
Siemens has a one-time right to cancel the Siemens lease effective after
the 90th month of the lease term if Siemens (a) provides written notice of such
cancellation on or before the last day of the 78th month, and (b) pays a
cancellation fee to the XII-REIT Joint Venture currently calculated to be
approximately $1,234,160.
The Motorola Building
The Motorola Building is a two story office building containing
approximately 133,225 rentable square feet in Tempe, Arizona. Wells OP purchased
the Motorola Building on March 29, 2000 for a purchase price of $16,000,000.
Construction of the Motorola Building was completed in July 1998. The Motorola
Building is located on a 12.44 acre tract of land at 8075 South River Parkway
within the Arizona State University Research Park. The land upon which the
Motorola Building is situated is subject to a long-term ground lease with Price-
Elliott Research Park, Inc.
The purchase of the Motorola Building was partially financed with
$5,000,000 in loan proceeds provided by Ryan Companies US, Inc. as seller
financing in connection with the purchase of the Motorola Building (Motorola
Loan). The Motorola Loan, which is more particularly described in the "Real
Estate Loans" section of the prospectus, is secured by a first mortgage against
the Motorola Building.
The Motorola Building is leased to Motorola, Inc. (Motorola). The Motorola
Building is occupied by Motorola's Satellite Communications Division (SATCOM).
SATCOM is a worldwide developer and manufacturer of space and ground
communications equipment and systems. SATCOM is the prime
72
<PAGE>
contractor for the Iridium System and is primarily engaged in computer design
and development functions.
The initial term of the Motorola lease is seven years which commenced on
August 17, 1998 and expires on August 31, 2005. Motorola has the right to extend
the Motorola lease for four additional five-year periods of time at the then
prevailing market rental rate. The rent payable under the Motorola lease, out of
which Wells OP will be required to make the ground lease payments described
below, is as follows:
---------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
---------------------------------------------------------------
Years 1 to 4 $1,843,834 $153,653
---------------------------------------------------------------
Years 5 to 7 $2,054,329 $171,194
---------------------------------------------------------------
Motorola has an expansion option which allows Motorola the ability to
expand the building between 21,000 and 40,000 rentable square feet with
additional parking spaces to be constructed by Wells OP. Motorola must exercise
its expansion right before August 17, 2001. In the event that Motorola exercises
its expansion option, the rent on the expansion space will be calculated based
upon a 10.5% return on costs of the expansion, including construction costs, and
Wells OP will be entitled to a development fee in an amount equal to 8% of the
cost of the construction of the expansion building shell.
The Motorola ground lease commenced November 19, 1997 and expires on
December 31, 2082. The ground lease payments required pursuant to the Motorola
ground lease are as follows:
--------------------------------------------------------------------
Lease Years Annual Rent
--------------------------------------------------------------------
Years 1 to 15 $243,825
--------------------------------------------------------------------
Years 16 to 25 $357,240
--------------------------------------------------------------------
Years 26 to 35 $466,015
--------------------------------------------------------------------
Years 36 to 45 10% of Fair Market Value of Land in year 35
--------------------------------------------------------------------
Years 46 to 55 Rent from year 45 plus 3% per year increase
--------------------------------------------------------------------
Years 56 to 65 Rent from year 55 plus 3% per year increase
--------------------------------------------------------------------
Years 66 to 75 10% of Fair Market Value in year 65
--------------------------------------------------------------------
Years 76 to 85 Rent from year 75 plus 3% per year increase
--------------------------------------------------------------------
Wells OP has the right to terminate the Motorola ground lease prior to the
expiration of the 30th year and prior to the expiration of each subsequent 10-
year period thereafter.
The ASML Building
The ASML Building is a two story office and warehouse building containing
approximately 95,133 rentable square feet located in Tempe, Arizona. Wells OP
purchased the ASML Building on March 29, 2000 for a purchase price of
$17,355,000. Construction on the ASML Building was completed in June 1995.
The ASML Building is subject to a first priority mortgage interest in favor
of SouthTrust securing the SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of the prospectus.
The ASML Building is located on a 9.51 acre tract of land at 8555 South
River Parkway within the Arizona State University Research Park. The land upon
which the ASML Building is situated is subject to a long-term ground lease with
Price-Elliott Research Park, Inc.
73
<PAGE>
The ASML Building is leased to ASM Lithography, Inc. (ASML). ASML is a
wholly-owned subsidiary of ASM Lithography Holdings NV (ASML Holdings), a Dutch
multi-national corporation that supplies lithography systems used for printing
integrated circuit designs onto very thin disks of silicon, commonly referred to
as wafers. These systems are supplied to integrated circuit manufacturers
throughout the United States, Asia, and Western Europe. ASML Holdings is 24%
owned by Philips Electronics and has strategic partnerships with a number of
major companies including Lucent Technologies, Applied Materials, Samsung,
Hyundai and Motorola.
The initial term of the ASML lease is fifteen years which commenced on June
4, 1998 and expires on June 30, 2013. The base rent payable for the ASML
Building, out of which Wells OP will be required to make the ground lease
payments described below, is as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
--------------------------------------------------------------------
<S> <C> <C>
1 to 5 $1,927,788 $160,649
--------------------------------------------------------------------
6 to 10 $2,130,124 $177,510
--------------------------------------------------------------------
11 to 15 $2,354,021 $196,168
--------------------------------------------------------------------
</TABLE>
ASML has an expansion option which allows ASML the ability to expand the
building into at least an additional 30,000 rentable square feet, to be
constructed by Wells OP. If the expansion option exercised is for less than
30,000 square feet, Wells OP may reject the exercise at its sole discretion. In
the event that ASML exercises its expansion option after the first five years of
the initial lease term, such lease term will be extended to 10 years from the
date of such expansion.
The ASML ground lease commenced on August 22, 1997 and expires on December
31, 2082. The ground lease payments required pursuant to the ASML ground lease
are as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Lease Years Annual Rent
--------------------------------------------------------------------
<S> <C>
Years 1 to 15 $186,368
--------------------------------------------------------------------
Years 16 to 25 $273,340
--------------------------------------------------------------------
Years 26 to 35 $356,170
--------------------------------------------------------------------
Years 36 to 45 10% of Fair Market Value of Land in year 35
--------------------------------------------------------------------
Years 46 to 55 Rent from year 45 plus 3% per year increase
--------------------------------------------------------------------
Years 56 to 65 Rent from year 55 plus 3% per year increase
--------------------------------------------------------------------
Years 66 to 75 10% of Fair Market Value in Year 65
--------------------------------------------------------------------
Years 76 to 85 Rent from year 75 plus 3% per year increase
--------------------------------------------------------------------
</TABLE>
Wells OP has the right to terminate the ASML ground lease prior to the
expiration of the 30/th/ year, and prior to the expiration of each subsequent
ten-year period thereafter.
The Dial Building
The Dial Building is a two story office building containing approximately
129,689 rentable square feet located in Scottsdale, Arizona. Wells OP purchased
the Dial Building on March 29, 2000 for a purchase price of $14,250,000.
Construction of the Dial Building was completed in 1997.
The Dial Building is subject to a first priority mortgage interest in favor
of SouthTrust securing the SouthTrust Line of Credit, which is more particularly
described in the "Real Estate Loans" section of the prospectus.
74
<PAGE>
The Dial Building is located at 15501 N. Dial Boulevard within the
Scottsdale Airpark Development in the City of Scottsdale which is eight miles
northeast of the center of Phoenix and is an integral part of metropolitan
Phoenix.
The Dial Building is leased to Dial Corporation (Dial). Dial currently has
its headquarters in the Dial Building and is one of the leading consumer product
manufacturers in the United States. Dial's brands include Dial soap, Purex
detergents, Renuzit air fresheners, Armour canned meats, and a variety of other
leading consumer products.
The initial term of the Dial lease is eleven years which commenced on
August 14, 1997 and expires on August 31, 2008. Dial has the right to extend the
Dial lease for two additional five year periods of time at 95% of the then
current fair market rental rate. The annual rent payable for the initial term of
the Dial lease is $1,387,672.
The Metris Building
The Metris Building is a three story office building containing
approximately 101,100 rentable square feet located in Tulsa, Oklahoma. Wells OP
purchased the Metris Building on February 11, 2000 for a purchase price of
$12,740,000. Construction of the Metris Building was completed on January 14,
2000.
Wells OP borrowed $8,000,000 from an existing revolving credit facility
(Metris Loan) at the time it purchased the Metris Building. The Metris Loan,
which is more particularly described in the "Real Estate Loans" section of the
prospectus, is secured by a first mortgage against the Metris Building.
The Metris Building is located on a 14.6 acre tract of land located at 4848
South 129/th/ East Avenue in the Silos Corporate Center, a prominent 126 acre
mixed-use park owned by State Farm Insurance Companies. The site is about 11
miles southeast of the Tulsa Commercial Business District and is bordered by the
Broken Arrow Expressway, the primary east-west thoroughfare linking the suburb
of Broken Arrow to downtown Tulsa.
The Metris Building is leased to Metris Direct, Inc. (Metris). Metris is a
principal subsidiary of Metris Companies Inc. (Metris Companies), a publicly
traded company on the New York Stock Exchange and guarantor of the Metris lease.
Metris Companies is an information-based direct marketer of consumer credit
products and fee-based services primarily to moderate income consumers. Metris
Companies' consumer credit products are primarily unsecured credit cards issued
by its subsidiary, Direct Merchants Credit Card Bank. The company's customers
and prospects include individuals for whom credit bureau information is
available and existing customers of a former affiliate, Fingerhut Corporation.
The initial term of the Metris lease is ten years which commenced on
February 1, 2000 and expires on January 31, 2010. Metris has the right to extend
the Metris lease for two additional five year periods of time. The base rent
payable for the Metris lease is as follows:
<TABLE>
<CAPTION>
----------------------------------------------------
Lease Years Annual Rent Monthly Rent
----------------------------------------------------
<S> <C> <C>
Years 1 to 5 $1,187,925.00 $ 98,993.75
----------------------------------------------------
Years 6 to 10 $1,306,717.50 $108,893.13
----------------------------------------------------
</TABLE>
The monthly base rent payable for the renewal terms of the Metris lease
shall be equal to the then current market rate based on the then existing rates
for comparable space of equivalent quality in suburban Tulsa, Oklahoma taking
into account location, quality, age of the office building, size of premises and
any other relevant term or condition in making such fair market value rental
rate determination as of twelve (12) months prior to commencement of the renewal
term. If the parties are
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<PAGE>
unable to agree upon the market rate within eleven (11) months prior to
commencement of the renewal term, the market rate shall then be determined by
arbitration.
The Cinemark Building
The Cinemark Building is a five-story office building containing
approximately 118,108 rentable square feet located in Plano, Texas. Wells OP
purchased the Cinemark Building on December 21, 1999 for a purchase price of
$21,800,000. Construction of the Cinemark Building was completed in September
1999.
The Cinemark Building is subject to a first priority mortgage interest in
favor of SouthTrust securing the SouthTrust Line of Credit, which is more
particularly described in the "Real Estate Loans" section of the prospectus.
The Cinemark Building is located on a 3.52-acre tract of land located at
3900 Dallas Parkway in Plano, Texas. The site is in a good location with quick
access to and visibility from the toll road. The City of Plano is located
approximately 20 miles north of downtown Dallas and is the largest city in
Collin County with a population of nearly 200,000 people.
The entire 118,108 rentable square feet of the Cinemark Building is
currently leased to two tenants. Cinemark USA, Inc. (Cinemark) occupies 66,024
rentable square feet of the Cinemark Building, and The Coca-Cola Company (Coca-
Cola) occupies the remaining 52,084 rentable square feet of the Cinemark
Building.
Cinemark, a privately owned company, is one of the largest motion picture
exhibitors in North and South America. Cinemark currently operates in excess of
2,575 screens in 32 states within the United States and internationally in
countries such as Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El
Salvador, Honduras, Nicaragua, Mexico and Peru.
The initial term of the Cinemark lease is ten years which commenced on
December 21, 1999 and expires on December 20, 2009. Cinemark has the right to
extend the Cinemark lease for two additional five year periods of time. The base
rent payable for the Cinemark lease and first renewal term is as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
---------------------------------------------------------------
<S> <C> <C>
Years 1 to 7 $1,366,491.25 $113,874.27
---------------------------------------------------------------
Years 8 to 10 $1,481,737.50 $123,478.13
---------------------------------------------------------------
Years 11 to 15 $1,567,349.00 $130,612.42
---------------------------------------------------------------
</TABLE>
The monthly base rent payable for the second renewal term of the Cinemark
lease shall be equal to 95% of the then current market rate based on the then
existing rates for comparable space of equivalent quality in Plano, Texas taking
into account location, quality, age of the office building, size of premises and
any other relevant term or condition in making such fair market value rental
rate determination. If the parties are unable to agree upon the market rate
within 15 business days after receipt of the renewal notice, each party shall
appoint a real estate appraiser to determine the market rate. If the two
appraisers cannot agree upon the market rate within 15 days of the commencement
of their deliberation, they shall appoint a third appraiser. The market rate
shall then be determined by the agreement of any two of the appraisers or the
average of the two closest rates if two appraisers cannot agree.
Cinemark shall have a right of first refusal to lease any of the remaining
rentable area of the Cinemark Building which subsequently becomes vacant and in
which Wells OP receives or makes an acceptable offer or proposal to lease such
vacant space to a bona fide third party. Wells OP shall offer to
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<PAGE>
Cinemark in writing the right to include the vacant space under its lease at the
rental rate set forth in the third party offer. Cinemark shall then have 15 days
to exercise this right of first refusal.
Coca-Cola is the global soft-drink industry leader with world headquarters
in Atlanta, Georgia. Coca-Cola manufactures and sells syrups, concentrates and
beverage bases for Coca-Cola, the company's flagship brand, and over 160 other
soft drink brands in nearly 200 countries around the world.
The initial term of the Coca-Cola lease is seven years which commenced on
December 1, 1999 and expires on November 30, 2006. The base rent payable for
the Coca-Cola lease term is as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
----------------------------------------------------------------
<S> <C> <C>
Year 1 $1,250,016 $104,168.00
---------------------------------------------------------------
Year 2 $1,302,100 $108,508.33
---------------------------------------------------------------
Year 3 $1,354,184 $112,848.66
---------------------------------------------------------------
Year 4 $1,406,268 $117,189.00
---------------------------------------------------------------
Year 5 $1,458,352 $121,529.33
---------------------------------------------------------------
Year 6 $1,510,436 $125,869.66
---------------------------------------------------------------
Year 7 $1,562,520 $130,210.00
---------------------------------------------------------------
</TABLE>
Coca-Cola has the right to extend the lease for two additional five year
periods of time upon 240 days advance notice prior to the end of the term.
Within 30 days of the delivery of the renewal notice by Coca-Cola, Wells OP
shall deliver a rental notice to Coca-Cola stating the base rent payable during
the renewal term, which base rent shall be based upon the prevailing rental
rates for space of similar quality, size, utility, location, length of renewal
term and credit standing of the tenant. Coca-Cola must then notify Wells OP of
its intent to renew the lease on such terms within 30 days of delivery of the
rental notice by Wells OP.
The Gartner Building
The Gartner Building is a two story office building containing
approximately 62,400 rentable square feet located in Fort Myers, Florida. The
XI-XII-REIT Joint Venture purchased the Gartner Building on September 20, 1999
for a purchase price of $8,320,000. Construction of the Gartner Building was
completed in 1998.
The site is a 4.9 acre tract of land within the Gateway development at
12600 Gateway Boulevard. Gateway is a mixed use development with over 3,000
acres planned for residential purposes and over 800 acres planned for commercial
purposes. Sony Electronics and Ford Motor Credit Company are two of the
commercial tenants in this development.
The Gartner Building is currently leased to The Gartner Group, Inc.
(Gartner). The Gartner Building will be occupied by Gartner's Financial Services
Division. Gartner, which was founded in 1979, is one of the world's leading
independent providers of research and analysis related to information and
technology solutions. Gartner serves as a consultant to business clients for
their information technology purchasing decisions. Gartner has over 80 locations
worldwide and over 12,000 clients.
The initial term of the Gartner lease is ten years which commenced on
February 1, 1998 and expires on January 31, 2008. Gartner has the right to
extend the lease for two additional five year periods of time. The base rent
payable for the remainder of the lease term is as follows:
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<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
------------------------------------------------------------
<S> <C> <C>
Year 3 $790,642 $65,886.83
------------------------------------------------------------
Year 4 $810,408 $67,534.00
------------------------------------------------------------
Year 5 $830,668 $69,222.35
------------------------------------------------------------
Year 6 $851,435 $70,952.89
------------------------------------------------------------
Year 7 $872,721 $72,726.74
------------------------------------------------------------
Year 8 $894,539 $74,544.92
------------------------------------------------------------
Year 9 $916,902 $76,408.54
------------------------------------------------------------
Year 10 $939,825 $78,318.71
------------------------------------------------------------
</TABLE>
The monthly base rent payable for each extended term of the lease will be
equal to the lesser of (i) the prior rate increased by 2.5%, or (ii) 95% of the
then current market rate which is calculated as a full-service rental rate less
anticipated annual operating expenses on a rentable square foot basis charged
for space of comparable location, size and conditions in comparable office
buildings in the Fort Myers area.
Gartner also has two expansion options for additional buildings under the
Gartner lease. The two option plans are described in the lease as the "Small
Option Building" and the "Large Option Building".
The "Small Option Building" and the "Large Option Building" expansion
options allow Gartner the ability to expand into separate, free standing
facilities of 30,000 to 32,000 rentable square feet and 60,000 to 75,000
rentable square feet respectively. Gartner may exercise its rights for either
expansion option by providing notice in writing to the joint venture on or
before February 15, 2002. In the event that Gartner exercises either expansion
option, the parties shall enter into a separate lease within 30 days of such
notice by Gartner with a guaranteed ten year lease term and yearly base rent to
be determined by mutual agreement of the parties.
The Marconi Building
The Marconi Building (formerly known as the Viedojet Building) is a two
story office, assembly and manufacturing building containing approximately
250,354 rentable square located in Wood Dale, Illinois. Wells OP purchased the
Marconi Building on September 10, 1999 for a purchase price of $32,630,940.
Construction of the Marconi Building was completed in 1991.
The site is a 15.3 acre tract of land located within the Chancellory
Business Park which is adjacent to the western entrance to O'Hare International
Airport. The site is also situated very convenient to most of Chicago's major
interstates, including the Elgin/O'Hare Expressway which, when finished, will
extend along Thorndale Road adjacent to the main entrance to the Chancellory
Business Park. The Chancellory Business Park consists of good quality office,
manufacturing and warehouse buildings mostly occupied by national tenants such
as Sony, Mitsubishi, NEC Minolta and United Airlines.
The Marconi Building is leased to Marconi Data Systems, Inc. (formerly
known as Videojet Systems International, Inc. since a December 1999 name
change). Marconi Data Systems, Inc. (Marconi) is the world's leading producer of
state-of-the-art industrial ink jet marking and coding products. Marconi
manufactures and distributes industrial ink jet printers, digital imaging
systems, laser coding systems, inks and fluids to customers worldwide. The
Marconi lease is guaranteed by GEC Incorporated, a Delaware corporation which is
a wholly-owned subsidiary of Marconi, p.l.c. (formerly known as General Electric
Company, p.l.c.), a publicly traded United Kingdom corporation that ranks among
the largest electronic system and equipment manufacturers in the world.
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<PAGE>
The initial term of the Marconi lease is 20 years which commenced in
November 1991 and expires in November 2011. Marconi has the right to extend the
Marconi lease for one additional five year period of time. The base rent payable
for the remainder of the lease term is as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
-------------------------------------------------------------------
<S> <C> <C>
Year 9 to 10 $2,838,952 $236,579.33
-------------------------------------------------------------------
Years 11 to 20 $3,376,746 $281,395.50
-------------------------------------------------------------------
Extension Term $4,667,439 $388,953.25
-------------------------------------------------------------------
</TABLE>
The Johnson Matthey Building
The Johnson Matthey Building is a 130,000 square foot research and
development, office and warehouse building. The XI-XII-REIT Joint Venture
purchased the Johnson Matthey Building on August 17, 1999 for a purchase price
of $8,000,000. The Johnson Matthey Building was first constructed in 1973 as a
multi-tenant facility and it was subsequently converted into a single-tenant
facility in 1998.
The site consists of a 10.0 acre tract of land located at 434-436 Devon
Park Drive in Tredyffrin Township, Chester County, Pennsylvania. The site is
located along the Route 202 "high tech" corridor close to King of Prussia and is
considered a suburb of Philadelphia. The site is within five minutes of Route
422, the Pennsylvania Turnpike and Interstate 76.
The Johnson Matthey Building is currently leased to Johnson Matthey, Inc.
(Johnson Matthey). Johnson Matthey is a wholly owned subsidiary of Johnson
Matthey, PLC of the United Kingdom, a world leader in advanced materials
technology. Johnson Matthey, PLC applies the latest technology to add value to
precious metals and other specialized materials. Johnson Matthey, PLC is a
publicly traded company that is over 175 years old, has operations in 38
countries and employs 12,000 people.
Johnson Matthey is one of the parent company's primary operating companies
in the U.S. and includes the Catalytic Systems Division (CSD). The CSD is the
world's leading supplier of catalytic converters for automotive exhaust emission
and air pollution control. In addition, Johnson Matthey is the largest U.S.
supplier of diesel catalytic converters, which enable customers to meet
constantly tightening regulatory requirements.
The lease term of the Johnson Matthey lease is ten years which commenced in
July 1998 and expires in June 2007. Johnson Matthey has the right to extend the
lease for two additional three year periods of time. The base rent payable under
the Johnson Matthey lease for the remainder of the lease term is as follows:
<TABLE>
<CAPTION>
--------------------------------------------------------
Lease Year Annual Rent Monthly Rent
-------------------------------------------------------
<S> <C> <C>
Year 3 $789,750 $65,812.50
-------------------------------------------------------
Year 4 $809,250 $67,437.50
-------------------------------------------------------
Year 5 $828,750 $69,062.50
------------------------------------------------------
Year 6 $854,750 $71,229.17
-------------------------------------------------------
Year 7 $874,250 $72,854.17
-------------------------------------------------------
Year 8 $897,000 $74,750.00
-------------------------------------------------------
Year 9 $916,500 $76,375.00
-------------------------------------------------------
Year 10 $939,250 $78,270.84
-------------------------------------------------------
</TABLE>
The monthly base rent payable for each extension term will be equal to the
fair market rent taking into consideration rental rates for comparable
industrial and research and development properties in the
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<PAGE>
local market area. If the parties cannot agree upon the fair market rent, the
matter shall be submitted to arbitration.
Johnson Matthey has a right of first refusal to purchase the Johnson
Matthey Building in the event that the XI-XII-REIT Joint Venture desires to sell
the building to an unrelated third-party. The XI-XII-REIT Joint Venture must
give Johnson Matthey written notice of its intent to sell the Johnson Matthey
Building, and Johnson Matthey will have ten days from the date of such notice to
provide written notice of its intent to purchase the building. If Johnson
Matthey exercises its right of first refusal, it must purchase the Johnson
Matthey Building on the same terms contained in the offer.
The ABB Richmond Building
The ABB Richmond Building is a four story brick office building containing
102,000 gross square feet located in Midlothian, Virginia. Wells REIT, LLC - VA
I (Wells LLC VA), a limited liability company wholly owned by Wells OP,
purchased a 7.49 acre tract of land on July 22, 1999 for a purchase price of
$936,250. Wells LLC VA completed construction of the ABB Richmond Building on
________, 2000 at an aggregate cost of approximately $11,400,000, including the
cost of the land.
Wells OP obtained a construction loan (ABB Richmond Loan) from SouthTrust
Bank, N.A. in the maximum principal amount of $9,280,000, the proceeds of which
was used to fund the development and construction of the ABB Richmond Building.
The ABB Richmond Loan, which is more specifically detailed in the "Real Estate
Loans" section of the Prospectus, will be secured by a pledge of the real
estate, the ABB Richmond lease and a $4,000,000 letter of credit issued by
Unibank.
The ABB Richmond Building is part of a 250-acre office park in the Clover
Hill District of Chesterfield County, one of the fastest growing counties in
Virginia. Midlothian is located approximately nine miles southwest of the
Richmond central business district.
The ABB Richmond Building is leased to ABB Power Generation, Inc. (ABB
Power). ABB Power is a subsidiary of Asea Brown Boveri, Inc., a large multi-
national engineering and construction company headquartered in Switzerland.
The ABB Richmond lease is credit enhanced by a letter of credit in the
amount of $4 million issued by Unibank, a large Danish bank with offices in New
York, for the account of Asea Brown Boveri, Inc., the parent company.
The initial term of the ABB Richmond lease is seven years which commenced
on July 24, 2000 and expires on July 23, 2007. ABB Power has the right to extend
the lease for two additional five year periods of time. Each extension option
must be exercised by giving notice to the landlord at least 12 months prior to
the expiration of the then-current lease term. The base rent payable under the
ABB Richmond lease will be as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
---------------------------------------------------------------------
<S> <C> <C>
Year 1 $1,183,731 $ 98,644.26
---------------------------------------------------------------------
Year 2 $1,213,324 $101,110.37
---------------------------------------------------------------------
Year 3 $1,243,657 $103,638.08
---------------------------------------------------------------------
Year 4 $1,274,748 $106,229.04
---------------------------------------------------------------------
Year 5 $1,306,618 $108,884.80
---------------------------------------------------------------------
Year 6 $1,339.283 $111,606.90
---------------------------------------------------------------------
Year 7 $1,372,765 $114,397.11
---------------------------------------------------------------------
</TABLE>
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<PAGE>
The monthly base rent payable for each extended term of the ABB Richmond
lease will be equal to the "Market Rate" for new leases of office space in that
portion of the Richmond, Virginia market that is located south of the James
River and west of I-95 for space similar to the premises. In the event the
parties are unable to agree upon the Market Rate, then each party shall appoint
a real estate appraiser. If the appraisers are unable to agree upon the Market
Rate, they shall appoint a third appraiser and each shall make a determination
of the Market Rate. The appraisal that is farthest from the middle appraisal
shall be disregarded and the remaining two appraisals shall be averaged to
establish the Market Rate.
ABB Power has a one-time option to terminate the ABB Richmond lease as to a
portion of the premises containing between 12,500 and 13,000 rentable square
feet as of the third anniversary of the rental commencement date. If ABB Power
elects to exercise this termination option, ABB Power is required to pay a
termination fee equal to eight times the sum of the next due installments of
rent plus the unamortized portions of the base improvement allowance, additional
allowance and broker commission, each being amortized in equal monthly
installments of principal and interest over the initial term of the lease at a
rate of ten percent (10%) per annum. ABB Power must give notice of its intent
to exercise such option to terminate at least seven months in advance of the
third anniversary; provided, however, that ABB Power may pay a penalty, as
stipulated in the lease, to provide less than seven months notice.
In the event that ABB Power exercises its termination option as of the
third anniversary of the rental commencement date, ABB Power has a one-time
option to terminate the ABB Richmond lease as to a portion of the premises
containing between 12,500 and 13,000 rentable square feet as of the fifth
anniversary of the rental commencement date. If ABB Power elects to exercise
this termination option, ABB Power is required to pay a termination fee equal to
six times the sum of the next due installments of rent plus the unamortized
portions of the base improvement allowance, additional allowance and broker
commission, each being amortized in equal monthly installments of principal and
interest over the initial term of the lease at a rate of ten percent (10%) per
annum. ABB Power must give notice of its intent to exercise such option to
terminate at least seven months in advance of the fifth anniversary; provided,
however, that ABB Power may pay a penalty, as stipulated in the lease, to
provide less than seven months notice.
In the event that ABB Power does not exercise its termination option as of
the third anniversary of the rental commencement date, ABB Power has a one-time
option to terminate the ABB Richmond lease as to a portion of the premises
containing between 24,500 and 25,500 rentable square feet as of the fifth
anniversary of the rental commencement date. If ABB Power elects to exercise
this termination option, ABB Power is required to pay a termination fee equal to
six times the sum of the next due installments of rent plus the unamortized
portions of the base improvement allowance, additional allowance and broker
commission, each being amortized in equal monthly installments of principal and
interest over the initial term of the lease at a rate of ten percent (10%) per
annum. ABB Power must give notice of its intent to exercise such option to
terminate at least nine months in advance of the fifth anniversary; provided,
however, that ABB Power may pay a penalty, as stipulated in the lease, to
provide less than seven months notice.
The Sprint Building
The Sprint Building is a three story office building with approximately
68,900 rentable square feet. The XI-XII-REIT Joint Venture purchased the Sprint
Building on July 2, 1999 for a purchase price of $9,500,000. Construction of the
Sprint Building was completed in 1992.
The Sprint Building is located on a 7.1 acre tract of land located adjacent
to the Leawood Country Club in Leawood, Kansas near the affluent Overland Park
suburb of Kansas City. The site is within
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<PAGE>
walking distance of Ward Parkway Mall and is convenient to downtown Kansas City
and I-435, the interstate loop around Kansas City.
The Sprint Building is leased to Sprint Communications Company L.P.
(Sprint). Sprint is the nation's third largest long distance phone company,
which operates on an all-digital long distance telecommunications network using
state-of-the-art fiber optic and electronic technology. Sprint provides
domestic and international voice, video and data communications services as well
as integration management and support services for computer networks.
The initial term of the Sprint lease is ten years which commenced on May
19, 1997 and expires in May 2007, subject to Sprint's right to extend the lease
for two additional five year periods of time. The monthly base rent payable
under the Sprint lease is $83,254 through May 18, 2002 and $91,867 for the
remainder of the lease term. The monthly base rent payable for each extended
term of the Sprint lease will be equal to 95% of the then current market rate
for comparable office buildings in the suburban south Kansas City, Missouri and
south Johnson County, Kansas areas. If the parties are unable to agree upon the
current market rate within 30 days of the date negotiations begin, the current
market rate shall be determined by three licensed real estate brokers, one of
which will be selected by Sprint, one of which will be selected by the XI-XII-
REIT Joint Venture and the final appraiser will be selected by the two
appraisers previously selected.
The Sprint lease contains a termination option which may be exercised by
Sprint effective as of May 18, 2004 provided that Sprint has not exercised
either expansion option, as described below. Sprint must provide notice to the
XI-XII-REIT Joint Venture of its intent to exercise its termination option on or
before August 21, 2003. If Sprint exercises its termination option, it will be
required to pay the joint venture a termination payment equal to $6.53 per
square foot, or $450,199.
Sprint also has an expansion option for an additional 20,000 square feet of
office space which may be exercised in two expansion phases. Sprint's expansion
rights involve building on unfinished ground level space that is currently used
as covered parking within the existing building footprint and shell. At each
exercise of an expansion option, the remaining lease term will be extended to be
a minimum of an additional five years from the date of the completion of such
expansion space.
Sprint must give written notice to the XI-XII-REIT Joint Venture of its
election to exercise each expansion option at least 270 days prior to the date
Sprint will require delivery of the expansion space.
If Sprint exercises either expansion option, the XI-XII-REIT Joint Venture
will be required to construct the expansion improvements in accordance with the
specific drawings and plans attached as an exhibit to the Sprint lease. The
joint venture will be required to fund the expansion improvements and to fund to
Sprint a tenant finish allowance of $10 per square foot for the expansion space.
The base rental per square foot for the expansion space shall be determined
by the XI-XII-REIT Joint Venture taking into consideration the value of the
joint venture's work related to such expansion space and the base rental rate
increase per square foot applicable at the end of year five of the lease term.
The expansion space base rental rate shall be presented to Sprint no later than
45 days after delivery to the XI-XII-REIT Joint Venture of each expansion
notice. In no event shall such rental rate be greater than the base rental rate
for the Sprint Building as of the date of the expansion space commencement date.
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<PAGE>
The EYBL CarTex Building
The EYBL CarTex Building is a manufacturing and office building consisting
of a total of 169,510 square feet located in Greenville, South Carolina. The
XI-XII-REIT Joint Venture purchased the EYBL CarTex Building on May 18, 1999 for
a purchase price of $5,085,000. Construction of the EYBL CarTex Building was
originally completed in the early 1980s and an addition was completed in 1989.
The EYBL CarTex Building is located on an 11.9 acre tract of land at 111
SouthChase Boulevard in the SouthChase Industrial Park, which is located
adjacent to I-385 in southwest Greenville, South Carolina.
The EYBL CarTex Building is leased to EYBL CarTex, Inc. (EYBL CarTex).
EYBL CarTex produces automotive textiles for BMW, Mercedes, GM Bali, VW Mexico
and Golf A4. EYBL CarTex is a wholly-owned subsidiary of EYBL International,
AG, Krems/Austria. EYBL International is the world's largest producer of
circular knit textile products and loop pile plushes for the automotive
industry. It has plants in Austria, Germany, Hungary, Slovakia, Brazil and the
United States.
The initial term of the EYBL CarTex lease is ten years which commenced on
March 1, 1998 and expires in February 2008, subject to EYBL CarTex's right to
extend the lease for two additional five year periods of time. The base rent
payable under the EYBL CarTex lease for the remainder of the lease term shall be
as follows:
--------------------------------------------------------
Lease Year Annual Rent Monthly Rent
--------------------------------------------------------
Year 3 $508,530 $42,378
--------------------------------------------------------
Year 4 $508,530 $42,378
--------------------------------------------------------
Year 5 $550,908 $45,909
--------------------------------------------------------
Year 6 $550,908 $45,909
--------------------------------------------------------
Year 7 $593,285 $49,440
--------------------------------------------------------
Year 8 $593,285 $49,440
--------------------------------------------------------
Year 9 $610,236 $50,853
--------------------------------------------------------
Year 10 $610,236 $50,853
--------------------------------------------------------
The monthly base rent payable for each extended term of the lease will be
equal to the fair market rent as submitted by the landlord. If the tenant does
not agree to the proposed rent by the landlord for the extension term, tenant
may require the fair market rent be determined by three appraisers, one of which
will be selected by the tenant, one by the landlord and the final appraiser
shall be selected by the first two appraisers.
Under the lease, EYBL CarTex has an option to purchase the EYBL CarTex
Building at the expiration of the initial lease term by giving notice to the
landlord by March 1, 2007. Within 30 days after landlord receives notice of
tenant's intent to exercise its purchase option, landlord shall submit a
proposed purchase price for the EYBL CarTex Building based upon its good faith
estimate of the fair market value of the building. If tenant does not agree to
the purchase price, tenant may require that the purchase price be established by
three appraisers, one of which will be selected by the tenant, one of which will
be selected by the landlord and the final appraiser shall be selected by the
first two appraisers. In no event, however, will the purchase price under the
purchase option be less than $5,500,000.
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<PAGE>
The Matsushita Building
The Matsushita Building is a two story office building containing 150,000
rentable square feet. Wells OP purchased an 8.8-acre tract of land on March 15,
1999, for a purchase price of $4,450,230. Wells OP completed construction of
the Matsushita Building on January 4, 2000 at an aggregate cost of approximately
$18,400,000, including the cost of the land.
Wells OP obtained a construction loan (Matsushita Loan) from Bank of
America, N.A. in the maximum principal amount of $15,375,000, the proceeds of
which was used to fund the development and construction of the Matsushita
Building. The Matsushita Loan, which is more specifically detailed in the "Real
Estate Loans" section of the Prospectus, is secured by a first priority mortgage
against the Matsushita Building.
The site is located in the Pacific Commercentre, which is a 33 acre master-
planned business park positioned near the Irvine Spectrum in the heart of
Southern California's Technology Coast. Pacific Commercentre is a nine building
complex featuring office, technology, and light manufacturing uses, and is
located in the city of Lake Forest in Southern Orange County.
The Matsushita Building is leased to Matsushita Avionics Systems
Corporation (Matsushita Avionics). Matsushita Avionics is a wholly owned
subsidiary of Matsushita Electric Corporation of America (Matsushita Electric).
Matsushita Avionics manufactures and sells audio-visual products to the airline
industry for passenger use in airplanes. Matsushita Electric is a wholly-owned
subsidiary of Matsushita Electric Industrial Co., Ltd. (Matsushita Industrial),
a Japanese company which is the world's largest consumer electronics
manufacturer. Matsushita Electric has guaranteed the obligations of Matsushita
Avionics under the Matsushita lease.
The initial term of the Matsushita Lease is seven years which commenced on
January 4, 2000 and expires in January 2007. Matsushita Avionics has the option
to extend the initial term of the Matsushita Lease for two successive five-year
periods. Each extension option must be exercised not more than 19 months and
not less than 15 months prior to the expiration of the then current lease term.
The base rent payable under the Matsushita lease shall be as follows:
------------------------------------------------------------
Lease Years Annual Rent Monthly Rent
------------------------------------------------------------
Years 1-2 $1,830,000 $152,500
------------------------------------------------------------
Years 3-4 $1,947,120 $162,260
------------------------------------------------------------
Years 5-6 $2,064,240 $172,020
------------------------------------------------------------
Year 7 $2,181,360 $181,780
------------------------------------------------------------
The monthly base rent payable during the option term shall be ninety-five
percent (95%) of the stated rental rate at which, as of the commencement of the
option term, tenants are leasing non-expansion, non-affiliated, non-sublease,
non-encumbered, non-equity space comparable in size, location and quality to the
Matsushita project for a term of five years in the Lake Forest and Irvine area
of Southern California. The monthly base rent during the option term shall be
adjusted upward during the option term at the beginning of the 24/th/ and 48/th/
month of each option term by an amount equal to six percent (6%) of the monthly
base rent payable immediately preceding such period. Within 30 days of tenant
providing written notice of its intent to exercise a renewal option, Wells OP
shall deliver to Matsushita Avionics notice containing the proposed rent for the
option term. If, after reasonable good faith efforts, landlord and tenant are
unable to agree upon the option rent before the 13/th/ month prior to the
expiration of the appropriate lease term, option rent shall be determined by
arbitration.
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The AT&T Building
The AT&T Building (formerly known as the Vanguard Building) is a four story
office building containing approximately 81,859 rentable square feet located in
Harrisburg, Pennsylvania. Wells OP purchased the AT&T Building on February 4,
1999 for a purchase price of $12,291,200. Construction of the AT&T Building was
completed in November 1998.
Wells OP obtained a loan from Bank of America, N.A. (BOA Loan) in
connection with its original purchase of the AT&T Building. The BOA Loan, which
is more particularly described in the "Real Estate Loans" section of the
prospectus, is secured in part by a first mortgage against the AT&T Building.
The AT&T Building is located on 10.5 acres of land in Commerce Park, which
is located in the Lower Paxton Township, a planned business park, at the
intersection of Progress Avenue and Interstate Drive just off of the Progress
Avenue exit of Interstate 81.
The AT&T Building is leased to Pennsylvania Cellular Telephone Corp.
(Pennsylvania Telephone), a subsidiary of Vanguard Cellular Systems, Inc.
(Vanguard Cellular), and the obligations of Pennsylvania Telephone under the
Vanguard Cellular lease are guaranteed by Vanguard Cellular. Vanguard Cellular
is an independent operator of cellular telephone systems in the United States
with over 664,000 subscribers located in 26 markets in the Mid-Atlantic, Ohio
Valley and New England regions of the United States. Vanguard Cellular markets
its wireless products and services under the name CellularOne, a nationally
recognized brand name partially owned by Vanguard Cellular. Vanguard Cellular
operates primarily in suburban and rural areas that are close in proximity to
major urban areas, which it believes affords several advantages over its
traditional urban competitors, including (1) greater network capacity, (2)
greater roaming revenue opportunities, (3) lower distribution costs, and (4)
higher barriers to entry by competitors.
On May 3, 1999, Vanguard Cellular was merged with and became a wholly-owned
subsidiary of AT&T Corp.
The initial term of the Vanguard Cellular lease is ten years which
commenced on November 16, 1998 and expires in November 2007. Vanguard has the
option to extend the initial term of the Vanguard Cellular lease for three
additional five year periods and one additional four year and 11 month period.
Each extension option must be exercised by giving written notice to the landlord
at least 12 months prior to the expiration date of the then current lease term.
The following table summarizes the annual base rent payable during the remainder
of the initial term of the Vanguard Cellular lease:
-------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
-------------------------------------------------------------
Year 3 $1,416,221 $118,018.38
-------------------------------------------------------------
Year 4 $1,442,116 $120,176.32
-------------------------------------------------------------
Year 5 $1,468,529 $122,377.41
-------------------------------------------------------------
Year 6 $1,374,011 $114,500.91
-------------------------------------------------------------
Year 7 $1,401,491 $116,790.93
-------------------------------------------------------------
Year 8 $1,429,521 $119,126.74
-------------------------------------------------------------
Year 9 $1,458,111 $121,509.28
-------------------------------------------------------------
Year 10 $1,487,274 $123,939.47
-------------------------------------------------------------
The annual base rent for each extended term under the lease will be equal
to 93% of the "fair market rent" determined either (1) as agreed upon by the
parties, or (2) as determined by appraisal pursuant to the terms and conditions
of the Vanguard Cellular lease. The fair market rent shall be
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multiplied by the "fair market escalator" (which represents the yearly rate of
increases in the fair market rent for the entire renewal term), if any. If the
fair market rent is to be determined by appraisal, both the landlord and the
tenant shall designate an independent appraiser, and both appraisers shall
mutually designate a third appraiser. After their appointment, the appraisers
shall determine the fair market rent and the fair market escalator by submitting
independent appraisals. The fair market rent and fair market escalator shall be
deemed to be the middle appraisal of the three submitted.
In addition, the Vanguard Cellular lease contains an option to expand the
premises to create additional office space of not less than 40,000 gross square
feet and not more than 90,000 gross square feet, as well as additional parking
to accommodate such office space. If Pennsylvania Telephone exercises its
option for the expansion improvements, Wells OP will be obligated to expend the
funds necessary to construct the expansion improvements. Pennsylvania Telephone
may exercise its expansion option by delivering written notice to Wells OP at
any time before the last business day of the 96th month of the initial term of
the Vanguard Cellular lease.
Within 60 days after Wells OP's receipt of the expansion notice, Wells OP
shall consult with Pennsylvania Telephone concerning Pennsylvania Telephone's
specific requirements with regard to the expansion improvements and, within such
60 day period, Wells OP shall notify Pennsylvania Telephone in writing of the
total estimated expansion costs to be incurred in planning and constructing the
expansion improvements. Within 60 days after Pennsylvania Telephone receives
Wells OP's written notification of the costs for the expansion improvements,
Pennsylvania Telephone shall notify Wells OP in writing either (1) that
Pennsylvania Telephone authorizes Wells OP to proceed with the construction of
the expansion improvements, (2) that Pennsylvania Telephone intends to submit
revised specifications within 60 days to reduce the estimated costs of the
expansion improvements to an amount satisfactory to Pennsylvania Telephone, or
(3) that Pennsylvania Telephone elects not to expand the premises. If
Pennsylvania Telephone fails to deliver its notice to proceed within the above
mentioned 60 day period, then Pennsylvania Telephone shall be deemed to have
elected not to expand.
If Pennsylvania Telephone delivers its notice to proceed with the expansion
improvements, Pennsylvania Telephone shall be deemed to have exercised its
option for such full or partial renewal terms such that, as of the date of
substantial completion of the expansion improvements, the remaining lease term
shall be ten years from such date of substantial completion. Pennsylvania
Telephone shall continue to have the right to exercise its option for any of the
renewal terms discussed above which remain beyond the ten year additional term;
provided that, if the remaining portion of a renewal term after the ten year
extension shall be less than one year, then the ten year term shall be further
extended to include the remaining portion of the renewal term which is less than
one year.
The annual base rent for the expansion improvements for the first twelve
months shall be equal to the product of (a) the expansion costs, multiplied by
(b) a factor of 1.07, multiplied by (c) the greater of (X) 10.50%, or (Y) an
annual interest rate equal to 375 basis points in excess of the ten year United
States Treasury Note Rate then most recently announced by the United States
Treasury as of the commencement date of the expansion improvements. Thereafter,
the annual base rent for the expansion improvements shall be increased annually
by the lesser of (1) 5%, or (2) 75% of the percentage by which the United
States, Bureau of Labor Statistics, Consumer Price Index for All Items - All
Urban Wage Earners and Clerical Workers for the Philadelphia Area published
nearest to the expiration date of each 12 month period subsequent to the
expansion commencement date is greater than the CPI Index most recently
published prior to the commencement date.
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The PwC Building
The PwC Building is a four story office building containing approximately
130,090 rentable square feet located in Tampa, Florida. Wells OP purchased the
PwC Building on December 31, 1998 for a purchase price of $21,127,854.
Construction of the PwC Building was completed in 1998.
Wells OP purchased the PwC Building subject to a loan from SouthTrust Bank,
N.A. (SouthTrust Loan). The SouthTrust Loan, which is more particularly
described in the "Real Estate Loans" section of the prospectus, is secured by a
first mortgage against the PwC Building.
The PwC Building is located on approximately 9 acres of land located in
Sunforest Business Park between Eisenhower Boulevard and George Road
approximately 1,250 feet south of West Hillsborough Avenue. The Sunforest
Business Park is located in the Westshore Business District, which is a suburban
business center surrounding Tampa International Airport.
The PwC Building is leased to PricewaterhouseCoopers (PwC). PwC provides a
full range of business advisory services to leading global, national and local
companies and to public institutions. These services include audit, accounting
and tax advice; management, information technology and human resource
consulting; financial advisory services including mergers and acquisitions,
business recovery, project finance and litigation support; business process
outsourcing services; and legal advice through a global network of affiliated
law firms. PwC employs more than 140,000 people in 152 countries.
The initial term of the PwC lease is ten years which commenced on December
28, 1998 and expires in December 2008, subject to PwC's right to extend the
lease for two additional five year periods of time. The annual base rent
payable under the PwC lease is $1,915,741 ($14.73 per square foot) payable in
equal monthly installments of $159,645.09 during the first year of the initial
lease term. The base rent escalates at the rate of 3% per year throughout the
ten year lease term. In addition, PwC is required to pay a "reserve" of $13,009
($.10 per square foot) as additional rent.
The annual base rent for each renewal term under the lease will be equal to
the greater of (a) ninety percent (90%) of the "market rent rate" for such space
multiplied by the rentable area of the leased premises, or (b) one hundred
percent (100%) of the base rent paid during the last lease year of the initial
term, or the then current renewal term, as the case may be. If the base rent
for the first lease year under the renewal term is determined pursuant to clause
(a) above, then the base rent for each lease year of such renewal term after the
first lease year shall be one hundred three percent (103%) of the base rent for
the immediately preceding lease year. If the base rent for the first lease year
of a renewal term is determined pursuant to clause (b) above, then there shall
be no escalation of the base rent until such time that the total base rent paid
during the renewal term is equal to the total base rent that would have been
paid during such renewal term if the base rent had been determined pursuant to
clause (a) above; and thereafter, the base rent for each subsequent lease year
of such renewal term shall be one hundred three percent (103%) of the base rent
for the immediately preceding lease year.
The "market rent rate" under the PwC lease shall be determined by agreement
of the parties within 30 days after the date on which PwC delivers its notice of
renewal. If Wells OP and PwC are unable to reach agreement on the market rent
rate within said 30 day period, then each party shall simultaneously submit to
the other in a sealed envelope its good faith estimate of the market rent rate
within seven days of expiration of the 30 day period. If the higher of such
estimates is not more than one hundred five percent (105%) of the lower of such
estimates then the market rent rate shall be the average of the two estimates.
Otherwise, within five days either party may request in writing to resolve the
dispute by arbitration. The "market rate rent" shall be based upon the fair
market rent then being charged
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by landlords under new leases of office space in the Westshore Business District
for similar space in a building of comparable quality with comparable amenities.
In addition, the PwC lease contains an option to expand the premises to
include a second three or four story building with an amount of square feet up
to a total of 132,000 square feet which, if exercised by PwC, will require Wells
OP to expend funds necessary to construct the expansion building. PwC may
exercise its expansion option by delivering written notice to Wells OP at any
time between the 60th day after the rental commencement date and the expiration
of the initial term of the lease. If PwC for any reason fails to deliver the
expansion notice on or prior to the last day of the initial term, the expansion
option shall automatically expire. Upon PwC's delivery of the expansion notice
and commencement of construction of the improvements by Wells OP, the term of
the lease shall automatically be extended for an additional period of ten years
from the date of substantial completion of the expansion building, without
further action by either PwC or Wells OP. During the first five lease years of
the initial term, Wells OP shall be obligated to construct the expansion
building if PwC delivers the expansion notice. Wells OP and PwC have agreed
that Wells OP shall not be required to construct the expansion building,
however, if PwC delivers the expansion notice after the end of the fifth lease
year and, following delivery of such expansion notice, Wells OP determines not
to construct the expansion building based upon the base rent it would receive
for the expansion building. If Wells OP notifies PwC in writing of such
determination within 30 days after Wells OP's receipt of the expansion notice,
PwC shall have the right to exercise its option to purchase the PwC building.
If PwC elects to exercise its expansion option, in addition to the
construction of a second building which is of a quality equal to or better than
the PwC building, Wells OP will be required to expand the parking garage such
that a sufficient number of parking spaces, at least equal to four parking
spaces per 1,000 square feet of rentable area, is maintained. Wells OP agrees
to fund the cost of the design, development and construction of the expansion
building up to a maximum of $150.00 per square foot of rentable area, as
increased by increases in the Consumer Price Index between the rental
commencement date and the date of expansion notice. PwC shall be responsible
for the payment of any costs of the expansion building in excess of the maximum
expansion cost.
The base rent per square foot of rentable area payable for the expansion
building in the first lease year of such building shall be an amount equal to
the product of (a) the expansion building cost per square foot of rentable area
multiplied by (b) the sum of 300 basis points plus the weekly average yield on
United States Treasury Obligations, amortized on an annual basis over a period
of 20 years. The base rent for each subsequent lease year shall be one hundred
three percent (103%) of the base rent for the immediately preceding lease year.
In the event that PwC elects to exercise its expansion option and Wells OP
determines not to proceed with the construction of the expansion building as
described above, or if Wells OP is otherwise required to construct the expansion
building and fails to do so in a timely basis pursuant to the PwC lease, PwC may
exercise its purchase option by giving Wells OP written notice of such exercise
within 30 days after either such event. If PwC properly exercises its purchase
option, PwC must simultaneously deliver a deposit in the amount of $50,000. The
purchase price for the PwC Building pursuant to the purchase option shall be
equal to (a) the average of the monthly base rent for each month remaining in
the initial term as of the closing date on the Purchase Option multiplied by 12,
and (b) such average annual base rent shall be multiplied by 11.
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The Cort Furniture Building
The Cort Furniture Building is a one story office, showroom and warehouse
building with 52,000 rentable square feet located in Fountain Valley,
California. The Cort Joint Venture purchased the Cort Furniture Building on
July 31, 1998 for a purchase price of $6,400,000. Construction of the Cort
Furniture Building was completed in 1975.
The Cort Furniture Building is located on two parcels of land totaling
approximately 3.6 acres at 10700 Spencer Street on the southeast corner of
Spencer Avenue and Mt. Langley Street adjacent on the south side to Interstate
405.
The Cort Furniture Building is leased to Cort Furniture Rental Corporation
(Cort). Cort uses the Cort Furniture Building as its regional corporate
headquarters with an attached clearance showroom and warehouse storage areas.
Cort is a wholly-owned subsidiary of Cort Business Services Corporation, a New
York Stock Exchange Company trading under the symbol CBZ (Cort Business
Services). Cort Business Services is the largest and only national provider of
high-quality office and residential rental furniture and related accessories.
Cort Business Services has operations that cover 32 states and the District of
Columbia and includes 119 rental showrooms. The obligations of Cort under the
Cort Furniture lease are guaranteed by Cort Business Services.
The initial term of the Cort lease is 15 years which commenced on November
1, 1988 and expires in October 2003. Cort has an option to extend the Cort
lease for an additional five year period of time. The monthly base rent payable
under the Cort lease is $63,247 through April 30, 2001 at which time the monthly
base rent will be increased 10% to $69,574 for the remainder of the lease term.
The monthly base rent during the first year of the extended term shall be 90% of
the then fair market rental value of the Cort Furniture Building, but will be no
less than the rent in the 15th year of the Cort lease. If Cort and the Cort
Joint Venture are unable to agree upon a fair rental value for the extended
lease term, each party shall select an appraiser and the two appraisers shall
provide appraisals on the Cort Furniture Building. If the appraisal values
established are within 10% of each other, the average of such appraised value
shall be the fair market rental value. If said appraisals are varied by more
than 10%, the two appraisers shall appoint a third appraiser and the middle
appraisal of the three shall be the fair rental value.
The Fairchild Building
The Fairchild Building is a two story manufacturing and office building
with 58,424 rentable square feet located in Fremont, Alameda County, California.
The Fremont Joint Venture purchased the Fairchild Building on July 21, 1998 for
a purchase price of $8,900,000. Construction of the Fairchild Building was
completed in 1985.
The Fairchild Building is located on approximately 3 acres at 47320 Kato
Road on the corner of Kato Road and Auburn Road in the City of Fremont,
California.
The Fairchild Building is leased to Fairchild Technologies U.S.A., Inc.
(Fairchild). Fairchild is a global leader in the design and manufacture of
production equipment for semiconductor and compact disk manufacturing. The
semiconductor equipment group recently unveiled a new line of semiconductor
wafer processing equipment which will provide alternatives to the traditional
semiconductor chip production methods.
Fairchild is a wholly-owned subsidiary of the Fairchild Corporation
(Fairchild Corp). Fairchild Corp is the largest aerospace fastener and
fastening system manufacturer and is one of the largest independent aerospace
parts distributors in the world. Fairchild Corp is a leading supplier to
aircraft
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manufacturers such as Boeing, Airbus, Lockheed Martin, British Aerospace and
Bombardier and to airlines such as Delta Airlines and U.S. Airways. The
obligations of Fairchild under the Fairchild lease are guaranteed by Fairchild
Corp.
The initial term of the Fairchild lease is seven years which commenced on
December 1, 1997 and expires in November 2004, subject to Fairchild's right to
extend the Fairchild lease for an additional five year period. The base rent
payable under the remainder of the Fairchild lease is as follows:
-------------------------------------------------------
Year Annual Rent Monthly Rent
-------------------------------------------------------
Year 4 $867,324 $72,277
-------------------------------------------------------
Year 5 $893,340 $74,445
-------------------------------------------------------
Year 6 $920,136 $76,678
-------------------------------------------------------
Year 7 $947,736 $78,978
-------------------------------------------------------
The base rent during the first year of the extended term of the Fairchild
lease, if exercised by Fairchild, shall be 95% of the then fair market rental
value of the Fairchild Building subject to the annual 3% increase adjustments.
If Fairchild and the Fremont Joint Venture are unable to agree upon the fair
rental value for the extended lease term, each party shall select an appraiser
and the two appraisers shall establish the rent by agreement.
The Iomega Building
The Iomega Building is a warehouse and office building with 108,000
rentable square feet located in Ogden City, Utah. Wells Fund X originally
purchased the Iomega Building on April 1, 1998 for a purchase price of
$5,025,000 and contributed the Iomega Building to the IX-X-XI-REIT Joint Venture
on July 1, 1998.
The Iomega Building is located on an approximately 8 acre tract of land at
2976 South Commerce Way in the Ogden Commercial and Industrial Park, which is
one mile north of Roy City, one mile northwest of Riverdale City and three miles
southwest of the Ogden central business district.
The Iomega Building is leased to Iomega Corporation (Iomega). Iomega, a
New York Stock Exchange company, is a manufacturer of computer storage devices
used by individuals, businesses, government and educational institutions,
including "Zip" drives and disks, "Jaz" one gigabyte drives and disks, and tape
backup drives and cartridges.
The initial term of the Iomega lease is ten years which commenced on August
1, 1996 and expires in July 2006. In March 1999, the IX-X-XI-REIT Joint Venture
acquired an adjacent parcel of land and constructed additional parking at the
site at an aggregate cost of $____________. As a result, Iomega increased its
monthly base rent and extended the term of its lease until April 30, 2009. The
Iomega lease contains no further extension provisions. Iomega's world
headquarters are located within one mile of the Iomega Building. The monthly
base rent payable under the Iomega lease is $54,989.41. On March 1, 2003 and
July 1, 2006, the monthly base rent payable under the Iomega lease will be
increased to reflect an amount equal to 100% of the increase in the Consumer
Price Index during the preceding 40 months; provided however, that in no event
shall the base rent be increased with respect to any one year by more than 6% or
by less than 3% per year, compounded annually, on a cumulative basis from the
beginning of the lease term.
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The Interlocken Building
The Interlocken Building is a three story multi-tenant office building with
51,974 rentable square feet located in Broomfield, Colorado. The IX-X-XI-REIT
Joint Venture purchased the Interlocken Building on March 20, 1998 for a
purchase price of $8,275,000. Construction of the Interlocken Building was
completed in December 1996.
The Interlocken Building is located on a 5.1 acre tract of land in the
Interlocken Business Park on Highway 36, the Boulder-Denver Turnpike, which is
the main thoroughfare between Boulder and Denver. The Interlocken Building is
located approximately eight miles southeast of Boulder and approximately 15
miles northwest of Denver. The Interlocken Building is currently leased as
follows:
------------------------------------------------------------------
Floor Tenant Rentable Sq. Ft.
------------------------------------------------------------------
1 Multiple 15,599
------------------------------------------------------------------
2 ODS Technologies, L.P. 17,146
------------------------------------------------------------------
3 GAIAM, Inc. 19,229
------------------------------------------------------------------
The entire third floor of the Interlocken Building containing 19,229
rentable square feet (37% of the total rentable square feet) is currently under
lease to GAIAM, Inc. (GAIAM). GAIAM, formerly known as Transecom, Inc., is a
consumer distributor of environmental friendly products, including on-site video
and audio production of environmental and alternative health videos using state-
of-the-art electronics and sound stage. GAIAM was founded in 1988 and currently
employs approximately 60 people.
The GAIAM lease currently expires in October 2001, subject to GAIAM's right
to extend for one additional term of five years upon 180 days' notice. The
monthly base rent payable under the GAIAM lease is approximately $26,150 for the
initial term of the lease. In accordance with the GAIAM lease, Golden Rule,
Inc., an affiliate of GAIAM, occupies 6,621 rentable square feet of the third
floor. GAIAM guarantees the entire payment due under the GAIAM lease. GAIAM
also leases 1,510 rentable square feet on the first floor. The base rent
payable for this space is as follows:
------------------------------------------------------------
Year Annual Rent Monthly Rent
------------------------------------------------------------
Year 1 $25,200 $2,100
------------------------------------------------------------
Year 2 $25,800 $2,150
------------------------------------------------------------
Year 3 $26,400 $2,200
------------------------------------------------------------
GAIAM currently subleases 2,910 rentable square feet on the first floor
from TECWorks, Inc./Enterprise Bank. The monthly base rent payable for this
space is $4,001.
The entire second floor of the Interlocken Building containing 17,146
rentable square feet (34% of total rentable square feet) is currently under
lease to ODS Technologies, L.P. (ODS). ODS provides in-home financial
transaction services via telephone and television, and it has developed
interactive computer-based applications for such in-home purchasing. Originally
based in Tulsa, Oklahoma, ODS has relocated its business to the Interlocken
Building.
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The ODS lease expires in September 2003, subject to ODS's right to extend
for one additional term of three years upon 180 days' notice. The base rent
payable under the ODS lease is as follows:
------------------------------------------------------------
Year Annual Rent Monthly Rent
------------------------------------------------------------
Year 1 $271,200 $22,600
------------------------------------------------------------
Year 2 $277,200 $23,100
------------------------------------------------------------
Year 3 $282,600 $23,550
------------------------------------------------------------
Year 4 $288,600 $24,050
------------------------------------------------------------
Year 5 $294,600 $24,550
------------------------------------------------------------
The rental payments to be made by the tenant under the ODS lease are also
secured by the assignment of a $275,000 letter of credit which may be drawn upon
by the landlord in the event of a tenant default under the lease.
The first floor of the Interlocken Building containing 15,599 rentable
square feet is occupied by several tenants, in addition to GAIAM, whose leases
expire in 2002. The aggregate monthly base rent payable under these leases for
2000 is approximately $20,308.
The Ohmeda Building
The Ohmeda Building is a two story office building with approximately
106,750 rentable square feet located in Louisville, Colorado. The IX-X-XI-REIT
Joint Venture purchased the Ohmeda Building on February 13, 1998 for a purchase
price of $10,325,000. Construction of the Ohmeda Building was completed in
January 1988.
The Ohmeda Building is located on a 15 acre tract of land in the Centennial
Valley Business Park approximately five miles southeast of Boulder and
approximately 17 miles northwest of Denver. The Ohmeda Building is situated
near Highway 36, which is the main thoroughfare between Boulder and Denver.
The Ohmeda Building is leased to Ohmeda, Inc. (Ohmeda). Ohmeda is a
medical supply firm based in Boulder, Colorado and is a worldwide leader in
vascular access and hemodynamic monitoring for hospital patients. Ohmeda also
has a special products division, which produces neonatal and other oxygen care
products. Ohmeda recently extended an agreement with Hewlett-Packard to include
co-marketing and promotion of combined Ohmeda/H-P neonatal products.
On April 13, 1998, Instrumentarium Corporation, a Finnish company, acquired
the division of Ohmeda that occupies the Ohmeda Building. Instrumentarium is an
international health care company concentrating on selected fields of medical
technology manufacturing, marketing and distribution.
The Ohmeda lease currently expires in January 2005, subject to (1) Ohmeda's
right to effectuate an early termination of the Ohmeda lease under the terms and
conditions described below, and (2) Ohmeda's right to extend the Ohmeda Lease
for two additional five year periods of time. The base rent payable under the
Ohmeda lease is as follows:
------------------------------------------------------------
Years Annual Rent Monthly Rent
------------------------------------------------------------
Years 1-5 $1,004,520 $83,710
------------------------------------------------------------
Year 6 $1,054,692 $87,891
------------------------------------------------------------
Year 7 $1,107,000 $92,250
------------------------------------------------------------
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The Ohmeda lease contains an early termination clause that allows Ohmeda
the right to terminate the Ohmeda lease, subject to certain conditions, on
either January 31, 2001 or January 31, 2002. In order to exercise this early
termination clause, Ohmeda must give the IX-X-XI-REIT Joint Venture notice on or
before 5:00 p.m. MST, January 31, 2000, and said notice must identify which
early termination date Ohmeda is exercising. If Ohmeda exercises its right to
terminate on January 31, 2001, then Ohmeda must tender $753,388 plus an amount
equal to the amount of real property taxes estimated to be payable to the
landlord in 2002 for the tax year 2001 based on the most recent assessment
information available on the early termination date. If Ohmeda exercises its
right to terminate on January 31, 2002, then Ohmeda must tender $502,259 plus an
amount equal to the amount of real property taxes estimated to be payable to the
landlord in 2003 for the tax year 2002 based on the most recent assessment
information available on the early termination date. At the present time, real
property taxes relating to this property are approximately $135,500 per year.
The payment of these amounts by Ohmeda for early termination must be made on or
before the 180th day prior to the appropriate early termination date. If the
amount of the real property taxes actually assessed is greater or lesser than
the amount paid by Ohmeda on the early termination date, then the difference
shall be adjusted accordingly within 30 days of notice of such difference.
In addition, the Ohmeda Lease contains an option to expand the premises by
an amount of square feet up to a total of 200,000 square feet which, if
exercised by Ohmeda, will require the IX-X-XI-REIT Joint Venture to expend funds
necessary to acquire additional land, if necessary, and to construct the
expansion space. Ohmeda's option to expand the premises is subject to
deliverance of at least four months' prior written notice to the IX-X-XI-REIT
Joint Venture. During the four months subsequent to the notice of Ohmeda's
intention to expand the premises, Ohmeda and the IX-X-XI-REIT Joint Venture
shall negotiate in good faith and enter into an amendment to the Ohmeda lease
for the construction and rental of the expansion space. If Ohmeda exercises its
option to expand the premises, the right to terminate clause described above
will automatically be canceled, and the primary lease term shall be extended for
a period of ten years from the date on which a certificate of occupancy is
issued by the City of Louisville with respect to the expansion space.
The base rental for the expansion space payable under the Ohmeda lease
shall be calculated to generate a rate of return to the IX-X-XI-REIT Joint
Venture on its project costs and any retrofit expenses with respect to the
existing premises incurred by landlord over the new, ten year extended primary
lease term, equal to the prime lending rate published by Norwest Bank, N.A. on
the first day of such extended primary lease term, plus 3.0%, plus full
amortization of the tenant finish costs with respect to the expansion space and
the existing premises. This base rental shall be payable through January 31,
2005. The base rental payable under the Ohmeda lease from February 1, 2005
through the remaining balance of the new, extended ten year primary lease term,
shall be based on a combined rental rate equal to the sum of (1) the base rental
payable by Ohmeda during lease year number seven for the existing premises, plus
(2) the base rent payable by Ohmeda during lease year number seven for the
expansion space, plus an amount equal to 2% of the combined rental rate.
Thereafter, the base rent payable for the entire premises shall be the base rent
payable during the previous lease year plus an amount equal to 2% of the base
rent payable during such previous lease year.
The ABB Knoxville Building
The ABB Knoxville Building is a three story multi-tenant steel-framed
office building containing approximately 84,404 square feet located in
Knoxville, Tennessee. Wells Fund IX purchased the land and constructed the ABB
Knoxville Building. Wells Fund IX contributed the ABB Knoxville Building to the
IX-X-XI-REIT Joint Venture on March 26, 1997 and was credited with making a
$7,900,000 capital contribution. Construction of the ABB Knoxville Building was
completed in December 1997.
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The ABB Knoxville Building is located on approximately 5.6 acres located in
an office park known as Center Point Business Park on Pellissippi Parkway just
north of the intersection of Interstates 40 and 75, in Knox County, Tennessee
approximately 10 miles west of the Knoxville central business district.
The ABB Knoxville Building is currently leased to ABB Flakt, Inc. (ABB).
ABB is principally engaged in the business of pollution control engineering and
consulting. ABB will use the leased area as office space for approximately 220
employees. ABB Asea Brown Boveri, Ltd., a Swiss corporation based in Zurich, is
the holding company of the ABB Asea Brown Boveri Group which is comprised of
approximately 1,000 companies around the world, including ABB. The ABB Group
revenue is predominately provided by contracts with utilities and independent
power producers for the design and engineering, construction, manufacture and
marketing of products, services and systems in connection with the generation,
transmission and distribution of electricity. In addition, the ABB Group
generates a significant portion of its revenues from the sale of industrial
automation products, systems and services to pulp and paper, automotive and
other manufacturers.
As security for ABB's obligations under its lease, ABB has provided to the
IX-X-XI-REIT Joint Venture an irrevocable standby letter of credit in accordance
with the terms and conditions set forth in the ABB lease. The letter of credit
maintained by ABB is required to be in the amount of $4,000,000 until the
seventh anniversary of the rental commencement date, at which time it will be
reduced by $1,000,000 each year until the end of the lease term.
The initial term of the ABB lease is nine years and 11 months which
commenced on January 1, 1998 and expires in December 2007. The annual base rent
payable under the ABB lease is $_______ payable in equal monthly installments of
$_______ during the first five years of the initial lease term, and $_______
payable in equal monthly installments of $_____ during the last four years and
11 months of the initial lease term.
The IX-X-XI-REIT Joint Venture has agreed to provide ABB on the fifth
anniversary of the rental commencement date a redecoration allowance of an
amount equal to (1) $5.00 per square foot of useable area of the premises leased
which has been leased and occupied by ABB for at least three consecutive years
ending with such fifth anniversary reduced by (2) $177,000.
ABB has a one-time option to terminate the ABB lease as of the seventh
anniversary of the rental commencement date which is exercisable by written
notice to the IX-X-XI-REIT Joint Venture at least 12 months in advance of such
seventh anniversary. If ABB elects to exercise this termination option, ABB is
required to pay to the IX-X-XI-REIT Joint Venture, on or before 90 days prior to
the seventh anniversary of the rental commencement date, a termination payment
intended to compensate the IX-X-XI-REIT Joint Venture for the present value of
certain sums which the joint venture has expended in connection with the ABB
lease amortized over and attributable to the remaining lease term and a rent
payment equal to approximately 15 months of monthly base rental payments. We
currently anticipate that the termination payment required to be paid by ABB in
the event it exercises its option to terminate the ABB lease on the seventh
anniversary would be approximately $1,800,000 based upon certain assumptions.
The Lucent Building
The Lucent Building is a one story office building containing approximately
57,186 rentable square feet which was developed and constructed on certain real
property located in Oklahoma City, Oklahoma by Wells Development. The Lucent
Building was purchased by the IX-X-XI-REIT Joint Venture on June 24, 1998 for a
purchase price of $5,504,276, which was equal to the aggregate cost to Wells
Development of the acquisition, construction and development of the Lucent
Building, including
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interest and other carrying costs, and accordingly, Wells Development made no
profit from the sale of the Lucent Building to the IX-X-XI-REIT Joint Venture.
Construction of the Lucent Building was completed in January 1998.
The Lucent Building is located on approximately 5.3 acres located in the
Quail Springs Office Park, 1400 Hertz Quail Springs Parkway, in the northwest
sector of Oklahoma City.
The Lucent Building is leased to Lucent Technologies Inc. (Lucent
Technologies). Lucent Technologies is a telecommunications company which was
spun off by AT&T in April 1996. Lucent Technologies, which is traded on the New
York Stock Exchange, is in the business of designing, developing and marketing
communications systems and technologies ranging from microchips to whole
networks and is one of the world's leading designers, developers and
manufacturers of telecommunications system software and products.
The initial term of the Lucent lease is ten years which commenced on
January 5, 1998 and expires in January 2008. Lucent Technologies has the option
to extend the initial term of the Lucent lease for two additional five year
periods. The annual base rent payable under the Lucent lease will be $508,383
payable in equal monthly installments of $42,365 during the first five years of
the initial lease term, and $594,152 payable in equal monthly installments of
$49,513 during the second five years of the initial lease term. The annual base
rent for each extended term under the lease will be based upon the fair market
rent then being charged by landlords under new leases of office space in the
metropolitan Oklahoma City market for similar space in a building of comparable
quality with comparable amenities. The Lucent lease provides that if the
parties cannot agree upon the appropriate fair market value rate, the rate will
be established by real estate appraisers.
Under the Lucent lease, Lucent Technologies also has a one-time option to
terminate the Lucent lease on the seventh anniversary of the rental commencement
date, which is exercisable by written notice to the landlord at least 12 months
in advance of such seventh anniversary. If Lucent Technologies elects to
exercise its option to terminate the Lucent lease, Lucent Technologies would be
required to pay a termination payment intended to compensate the landlord for
the present value of funds expended as a construction allowance and leasing
commissions relating to the Lucent lease, amortized over and attributable to the
remaining lease term, and a rental payment equal to approximately 18 months of
monthly rental payments. We currently anticipate that the termination payment
required to be paid by Lucent Technologies, in the event it exercises its option
to terminate the Lucent lease on the seventh anniversary, would be approximately
$1,339,000 upon certain assumptions.
Property Management Fees
Wells Management, our Property Manager, has been retained to manage and
lease all of the properties currently owned by the IX-X-XI-REIT Joint Venture
and the VIII-IX-REIT Joint Venture. While Wells Fund XI and the Wells REIT are
authorized to pay aggregate management and leasing fees to Wells Management in
the amount of 4.5% of gross revenues, Wells Fund VIII, Wells Fund IX and Wells
Fund X are authorized to pay aggregate management and leasing fees to Wells
Management in the amount of 6% of gross revenues. Accordingly, a portion of the
gross revenues of these joint ventures will be subject to a 6% management and
leasing fee and a portion of gross revenues will be subject to a 4.5% management
and leasing fee based upon the respective ownership percentages in the joint
ventures.
Wells Management has been retained to manage and lease each of the remaining
buildings for fees not exceeding the lesser of: (A) 4.5% of gross revenues, or
(B) 0.6% of the net asset value of the properties (excluding vacant properties)
owned by the Wells REIT, calculated on an annual basis. For purposes of this
calculation, net asset value shall be defined as the excess of (1) the aggregate
of the fair
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market value of all properties owned by the Wells REIT (excluding vacant
properties), over (2) the aggregate outstanding debt of the Wells REIT
(excluding debts having maturities of one year or less). In addition, we may pay
Wells Management a separate fee for the one-time initial rent-up or leasing-up
of newly constructed properties in an amount not to exceed the fee customarily
charged in arm's length transactions by others rendering similar services in the
same geographic area for similar properties as determined by a survey of brokers
and agents in such area (customarily equal to the first month's rent).
Wells Management received a one-time initial lease-up fee equal to the
first month's rent for the leasing of the ABB Knoxville Building and the Lucent
Building. In addition, Wells Management will receive a one-time initial lease-
up fee equal to the first month's rent for the leasing of the Matsushita
Building and the ABB Richmond Building.
Real Estate Loans
The SouthTrust Loan
Wells OP has established a revolving credit facility from SouthTrust Bank,
N.A. (SouthTrust Loan) whereby SouthTrust agreed to loan up to $15.2 million to
Wells OP in connection with its purchase of real properties. The SouthTrust
Loan was originally obtained in connection with the acquisition of the PwC
Building. The SouthTrust Loan requires monthly payments of interest only and
matures on December 31, 2000. The interest rate on the SouthTrust Loan is an
annual variable rate equal to the London InterBank Offered Rate for a thirty day
period plus 200 basis points. The current interest rate on the SouthTrust Loan
is _____% per annum. The SouthTrust Loan is secured by a first mortgage against
the PwC Building located in Tampa, Florida, which was purchased by Wells OP on
December 31, 1998. As of _______ __, 2000, the outstanding principal balance of
the SouthTrust Loan was $_____________.
The SouthTrust Line of Credit
Wells OP has established a line of credit from SouthTrust Bank, N.A.
(SouthTrust Line of Credit) whereby SouthTrust agreed to loan up to $35 million
to Wells OP in connection with its purchase of real properties. The SouthTrust
Line of Credit requires monthly payments of interest only and matures on June
10, 2002. The interest rate on the SouthTrust Line of Credit is an annual
variable rate equal to the London InterBank Offered Rate for a thirty day period
plus 200 basis points. The current interest rate on the SouthTrust Line of
Credit is _____% per annum. The SouthTrust Line of Credit is secured by first
mortgages against the Cinemark Building, the Dial Building and the ASML
Building. As of __________, 2000, the outstanding principal balance of the
SouthTrust Line of Credit was $_____________.
The BOA Loan
Wells OP originally obtained a loan in the amount of $6,425,000 from Bank
of America, N.A. (BOA Loan), to fund a portion of the purchase price of the AT&T
Building located in Harrisburg, Pennsylvania. On November 23, 1999, the BOA Loan
was converted to a revolving credit loan in the maximum principal amount of
$9,825,000 for the acquisition of real properties by Wells OP. On February 24,
2000, the credit limit of the BOA Loan was increased further to $26,725,000. The
BOA Loan requires monthly payments of interest only and matures on February 1,
2001. The interest rate on the BOA Loan is a variable rate per annum equal to
the London InterBank Offered Rate for a thirty day period plus 200 basis points.
The current interest rate on the BOA Loan is _____% per annum. The BOA Loan is
secured by first mortgages against both the AT&T Building and the Marconi
Building. As of ________ __, 2000, the outstanding principal balance of the BOA
Loan was $______________.
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The Motorola Loan
Wells OP obtained $5,000,000 in financing from Ryan Companies US, Inc. in
connection with the purchase of the Motorola Building (Motorola Loan). The
Motorola Loan requires monthly payments of interest only and matures on April 1,
2001. The interest rate on the Motorola Loan is 9.00% per annum, and is secured
by a first mortgage against the Motorola Building. As of __________, 2000, the
outstanding principal balance of the Motorola Loan was $______________.
The Metris Loan
Wells OP assumed a loan (Metris Loan) with Richter-Schroeder Company, Inc.
in connection with its purchase of the Metris Building. Wells OP extended the
Metris Loan which matures on February 11, 2003. The Metris Loan requires monthly
payments of interest only. The interest rate on the Metris Loan is an annual
variable rate equal to the LIBOR for a thirty day period plus 175 basis points.
The current interest rate on the Metris Loan is ___% per annum. The Metris Loan
is secured by a first mortgage against the Metris Building. As of __________,
2000, the outstanding principal balance of the Metris Loan is $__________.
The Matsushita Loan
Wells OP obtained the Matsushita Loan from Bank of America, N.A. in the
maximum principal amount of $15,375,000, the proceeds of which were used to fund
the development and construction of the Matsushita Building. The Matsushita
Loan matures on May 9, 2001. The interest rate on the Matsushita loan is a
variable rate equal to either (1) the Bank of America "prime rate," or (2) at
the option of Wells OP, the rate per annum appearing on Telerate Page 3750 as
the London Inter Bank Offered Rate for a 30 day period, plus 200 basis points.
Wells OP is making monthly installments of principal in the amount of $10,703
plus accrued and unpaid interest until maturity. On the maturity date, the
entire outstanding principal balance plus any accrued but unpaid interest shall
be due and payable. The Matsushita Loan is secured by a first mortgage against
the Matsushita Building. As of ___________, 2000, the outstanding principal
balance of the Matsushita Loan was $______________.
The ABB Richmond Loan
Wells LLC VA obtained the ABB Richmond Loan from SouthTrust Bank, N.A. in
the maximum principal amount of $9,280,000, the proceeds of which were used to
fund the development and construction of the ABB Richmond Building. The ABB
Richmond Loan matures on July 10, 2002. The interest rate on the ABB Richmond
Loan is 225 basis points over the London Inter Bank Offered Rate. The loan is
secured by a pledge of the real estate, the ABB Richmond lease and a $4,000,000
letter of credit issued by Unibank. As of __________, 2000, the outstanding
principal balance of the ABB Richmond Loan was $______________.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion and analysis should be read in conjunction with
our accompanying financial statements and the notes thereto.
This section and other sections of the prospectus contain forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933 and
21E of the Securities Exchange Act of 1934, including discussion and analysis of
the financial condition of the Wells REIT, anticipated capital expenditures
required to complete certain projects, amounts of cash distributions anticipated
to be
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distributed to shareholders in the future and certain other matters. Readers of
this prospectus should be aware that there are various factors that could cause
actual results to differ materially from any forward-looking statement made in
this prospectus, which include changes in general economic conditions, changes
in real estate conditions, construction costs which may exceed estimates,
construction delays, increases in interest rates, lease-up risks, inability to
obtain new tenants upon the expiration of existing leases, lack of availability
of financing and the potential need to fund tenant improvements or other capital
expenditures out of operating cash flow.
Liquidity and Capital Resources
We began active operations on June 5, 1998, when we received and accepted
subscriptions for 125,000 shares pursuant to our initial public offering, which
commenced on January 30, 1998. We terminated our initial public offering on
December 19, 1999, and on December 20, 1999, we commenced a follow-on public
offering of up to 22,200,000 shares of common stock at $10 per share. As of
December 31, 1999, we had raised an aggregate of $134,710,850 in offering
proceeds through the sale of 13,471,085 shares. As of December 31, 1999, we had
paid $4,714,880 in acquisition and advisory fees and acquisition expenses,
$16,838,857 in selling commissions and organizational and offering expenses, and
$112,287,969 in capital contributions to Wells OP for investments in joint
ventures and acquisitions of real properties. As of December 31, 1999, we were
holding net offering proceeds of approximately $869,144 available for investment
in additional properties.
Between December 31, 1999, and June 30, 2000, we raised an additional
$82,993,823 in offering proceeds through the sale of an additional 8,299,383
shares. Accordingly, as of June 30, 2000, we had raised a total of $217,704,678
in offering proceeds through the sale of 21,770,468 shares of common stock. As
of June 30, 2000, we had paid a total of $7,613,708 in acquisition and advisory
fees and acquisition expenses, had paid a total of $27,191,814 in selling
commissions and organizational and offering expenses, had made capital
contributions of $179,502,869 to Wells OP for investments in joint ventures and
acquisitions of real property, had utilized $170,163 for the redemption of stock
pursuant to our share redemption program, and was holding net offering proceeds
of $3,226,124 available for investment in additional properties.
Cash and cash equivalents at June 30, 2000 and 1999 were $6,315,188 and
$19,449,957, respectively. The decrease in cash and cash equivalents resulted
primarily from raising additional capital which was more than offset by
increased investments in real property acquisitions.
Operating cash flows are expected to increase as additional properties are
added to our investment portfolio. Dividends to be distributed to the
shareholders are determined by the board of directors and are dependent upon a
number of factors relating to the Wells REIT, including funds available for
payment of dividends, financial condition, capital expenditure requirements and
annual distribution requirements in order to maintain our status as a REIT under
the Internal Revenue Code.
As of June 30, 2000, we had acquired interests in 24 real estate
properties. These properties are generating sufficient cash flow to cover our
operating expenses and pay quarterly dividends. Dividends declared for the
second quarter of 2000 and the second quarter of 1999 totaled $0.181 and $0.175
per share, respectively, which were declared on a daily record date basis in the
amount of $0.1991 and $0.1902, respectively, per share payable to the
shareholders of record at the close of business of each day during the quarter.
On February 18, 1999, Wells OP entered into a Rental Income Guaranty
Agreement with Fund VIII and Fund IX Associates, a Georgia joint venture
partnership between Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund
IX, L.P. (VIII-IX Joint Venture), whereby Wells OP
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guaranteed the VIII-IX Joint Venture that it would receive rental income on the
Bake Parkway Building previously leased to Matsushita Avionics at least equal to
the rental and building expenses that the VIII-IX Joint Venture would have
received over the remaining term of its original lease with Matsushita Avionics.
Matsushita Avionics vacated the Bake Parkway Building in December 1999, with the
existing lease term ending in September 2003. On June 15, 2000, the VIII-IX-REIT
Joint Venture was formed between Wells OP and the VIII-IX Joint Venture for
purposes of owning and operating the Bake Parkway Building. On July 1, 2000, the
VIII-IX Joint Venture transferred the Bake Parkway Building to the VIII-IX-REIT
Joint Venture as its capital contribution. (See "Description of Properties -
Joint Ventures with Affiliates.") Under the Rental Income Guaranty Agreement,
Wells OP also guaranteed that, if a joint venture such as the VIII-IX-REIT Joint
Venture was ever formed by the parties for the ownership and operation of the
Bake Parkway Building, Wells OP would guaranty to the VIII-IX Joint Venture that
it would receive monthly cash flow distributions from such joint venture at
least equal to the rent and building expenses guaranteed under the Rental Income
Guaranty Agreement. Currently the Bake Parkway Building is leased by Quest
Software, Inc. (Quest) pursuant to a forty-two (42) month lease that expires on
December 31, 2003. (See "Description of Properties - The Bake Parkway
Building.")
Wells OP had paid approximately $_______ in rental income guaranty payments
to the VIII-IX Joint Venture through __________, 2000, but has since ceased
making such payments since the Bake Parkway Building is now fully leased to
Quest. Our maximum liability exposure to the VIII-IX Joint Venture for rental
income and building expenses potentially payable under this Rental Income
Guaranty Agreement of approximately $3,000,000 was taken into account in the
economic analysis performed in making the determination to go forward with the
development of the Matsushita Building. Although the lease of the Bake Parkway
Building by Quest has, at least temporarily, relieved Wells OP of its
obligations under the Rental Income Guaranty Agreement, we cannot, at this time,
determine the amount of any future liability if Quest defaults or otherwise
fails to make the required payments under its lease. Wells OP continues to
guaranty payment under the Rental Income Guaranty Agreement and, consequently,
continues to bear some risk, even though their risk has been somewhat minimized
by the lease with Quest. Any payment made to the VIII-IX Joint Venture under the
Rental Income Guaranty Agreement will be made from the operating cash flow of
Wells OP and may reduce the amount of cash available for payment of dividends.
Cash Flows From Operating Activities
Net cash provided by operating activities increased from $112,955 for the
six months ended June 30, 1999, to $3,060,467 for the six months ended June 30,
2000. The increase in net cash provided by operating activities was due
primarily to the purchase of additional properties in late 1999 and 2000.
Cash Flows From Investing Activities
The increase in net cash used in investing activities from $23,857,111 for
the six months ended June 30, 1999 to $109,152,779 for the six months ended June
30, 2000 was due primarily to the raising of additional capital and funds that
have been invested in real property acquisitions.
Cash Flows From Financing Activities
The increase in net cash provided by financing activities from $35,214,710
for the six months ended June 30, 1999 to $109,477,696 for the six months ended
June 30, 2000 was due primarily to the raising of additional capital and the
corresponding increase in funds borrowed to purchase additional properties. We
raised $82,993,823 in offering proceeds for the six months ended June 30, 2000,
as compared to $46,164,450 for the six months ended June 30, 1999. In addition,
we received loan proceeds
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from financing secured by properties of $66,170,746 and repaid notes payable in
the amount of $24,357,450.
Results of Operations
As of June 30, 2000, our real estate properties were 100% occupied by
tenants. Gross revenues for the six months ended June 30, 1999 and for the six
months ended June 30, 2000 were $2,192,938 and $9,148,027, respectively. This
increase was due to the purchase of additional properties during 1999 and 2000.
The purchase of interests in additional properties also resulted in an increase
in operating expenses, management and leasing fees, and depreciation expense.
Our net income increased to $3,212,309 for the first six months of 2000 as
compared to $995,413 for the first six months of 1999.
Subsequent Events
On July 1, 2000, the VIII-IX Joint Venture contributed its interest in the
Bake Parkway Building to the VIII-IX-REIT Joint Venture. (See "Description of
Properties - Joint Ventures with Affiliates" and "Description of Properties -
The Bake Parkway Building.")
Property Operations
As of June 30, 2000, we have provided the following operational information
relating to our real estate properties:
The ABB Building/The IX-X-XI-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- ---------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental income $291,417 $261,987 $606,582 $522,079
Interest income 15,976 16,681 33,704 31,741
-------- -------- -------- --------
307,393 278,668 640,286 553,820
-------- -------- -------- --------
Expenses:
Depreciation 98,454 134,100 196,908 268,200
Management and leasing expenses 23,395 29,504 75,955 61,406
Other operating expenses (9,264) 25,829 (42,634) 3,707
-------- -------- -------- --------
112,585 189,433 230,229 333,313
-------- -------- -------- --------
Net income $194,808 $ 89,235 $410,057 $220,507
======== ======== ======== ========
Occupied percentage 100% 98.28% 100% 98.28%
======== ======== ======== ========
Our ownership percentage 3.72% 3.74% 3.72% 3.74%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 10,905 $ 8,419 $ 22,439 $ 18,409
======== ======== ======== ========
Net income allocated to the Wells REIT $ 7,242 $ 3,336 $ 15,250 $ 8,322
======== ======== ======== ========
</TABLE>
Rental income increased in 2000, over 1999, due primarily to the increased
occupancy level of the property. Total expenses decreased due to a decrease in
depreciation expense resulting from accelerated depreciation in 1999 on tenant
improvements for a short-term lease for 23,092 square feet. Other operating
expenses are negative due to an offset of tenant reimbursements in operating
costs, as well as management and leasing fee reimbursements. Tenants are billed
an estimated amount for the current year common area maintenance which is then
reconciled the following year and the difference
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billed to the tenant. Net income and cash distributions increased in 2000 over
1999 due to a combination of increased rental income and decreased operating
expenses.
Our ownership interest in the IX-X-XI-REIT Joint Venture decreased
slightly due to additional capital contributions in the first and second
quarters of 2000 by Wells Fund IX and Wells Fund X, respectively, to the IX-X-
XI-REIT Joint Venture for funding of capital improvements.
The Ohmeda Building/The IX-X-XI-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- ---------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental income $256,828 $256,829 $513,657 $513,657
-------- -------- -------- --------
Expenses:
Depreciation 81,576 81,576 163,152 163,152
Management and leasing expenses 11,829 12,058 28,830 23,675
Other operating expenses 53,401 (4,450) 80,995 (4,087)
-------- -------- -------- --------
146,806 89,184 272,977 182,740
-------- -------- -------- --------
Net income $110,022 $167,645 $240,680 $330,917
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 3.72% 3.74% 3.72% 3.74%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 6,912 $ 9,104 $ 14,597 $ 18,188
======== ======== ======== ========
Net income allocated to the Wells REIT $ 4,092 $ 6,268 $ 8,953 $ 12,469
======== ======== ======== ========
</TABLE>
Net income decreased in 2000, as compared to 1999, due to an overall
increase in expenses. Operating expenses increased significantly due, in part,
to a significant rise in real estate taxes, which stemmed from the revaluation
of the property by Boulder County authorities in 1999. A later reduction in
taxes due to an appeal in 2000 was offset by a common area maintenance credit to
the tenant.
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The Interlocken Building/The IX-X-XI-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $222,255 $207,758 $428,444 $414,279
-------- -------- -------- --------
Expenses:
Depreciation 71,670 71,670 143,340 143,340
Management and leasing expenses 35,810 17,755 56,717 35,619
Other operating costs (35,614) 12,884 (52,534) 10,633
-------- -------- -------- --------
71,866 102,309 147,523 189,592
-------- -------- -------- --------
Net income $150,389 $105,449 $280,921 $224,687
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 3.72% 3.74% 3.72% 3.74%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 8,305 $ 6,566 $ 15,879 $ 13,752
======== ======== ======== ========
Net income allocated to the Wells REIT $ 5,591 $ 3,942 $ 10,447 $ 8,463
======== ======== ======== ========
</TABLE>
Rental income increased due to a tenant occupying additional space
previously leased to another tenant at a lower rate. Other operating expenses
are negative due to an offset of tenant reimbursements in operating costs, as
well as management and leasing fee reimbursement. Tenants are billed an
estimated amount for current year common area maintenance which is then
reconciled the following year and the difference billed to the tenants. Due to
these common area maintenance reimbursements, management and leasing fees
increased since these fees are charged only on actual receipts received.
Cash distributions and net income allocated to the Wells REIT for the
quarter ended June 30, 2000 increased in 2000 over 1999 due to an increase in
net income.
The Lucent Building/The IX-X-XI-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $145,752 $145,752 $291,504 $291,504
-------- -------- -------- --------
Expenses:
Depreciation 45,801 45,801 91,602 91,602
Management and leasing expenses 5,370 5,370 10,740 10,739
Other operating expenses 4,538 9,184 8,019 12,198
-------- -------- -------- --------
55,709 60,355 110,361 114,539
-------- -------- -------- --------
Net income $ 90,043 $ 85,397 $181,143 $176,965
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 3.72% 3.74% 3.72% 3.74%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 4,622 $ 4,475 $ 9,324 $ 9,256
======== ======== ======== ========
Net income allocated to the Wells REIT $ 3,347 $ 3,193 $ 6,737 $ 6,672
======== ======== ======== ========
</TABLE>
102
<PAGE>
Rental income, depreciation, and management and leasing expenses remained
stable in 2000, as compared to 1999, while other operating expenses were
slightly lower, due primarily to a one-time charge for consulting fees in 1999
which did not occur in 2000.
The Iomega Building/The IX-X-XI-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $168,250 $123,873 $336,500 $247,746
-------- -------- -------- --------
Expenses:
Depreciation 55,062 48,495 110,124 96,990
Management and leasing expenses 7,280 3,735 14,560 9,338
Other operating expenses 5,219 4,238 10,367 2,525
-------- -------- -------- --------
67,561 56,468 135,051 108,853
-------- -------- -------- --------
Net income $100,689 $ 67,405 $201,449 $138,893
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 3.72% 3.74% 3.72% 3.74%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 5,610 $ 4,188 $ 11,228 $ 8,599
======== ======== ======== ========
Net income allocated to the Wells REIT $ 3,743 $ 2,520 $ 7,492 $ 5,236
======== ======== ======== ========
</TABLE>
Rental income increased in 2000, as compared to 1999, due to the completion
of the parking lot complex in the second quarter of 1999. Total expenses
increased in 2000, over 1999, due to an increase in depreciation and real estate
tax expenses relating to the new parking lot. Cash distributions increased in
2000, over 1999, due primarily to the increase in net income.
The Cort Building/The Cort Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $198,886 $198,886 $397,771 $397,771
-------- -------- -------- --------
Expenses:
Depreciation 46,641 46,641 93,282 93,282
Management and leasing expenses 7,590 7,590 15,180 15,180
Other operating expenses (7,241) 5,281 3,930 13,453
-------- -------- -------- --------
46,990 59,512 112,392 121,915
-------- -------- -------- --------
Net income $151,896 $139,374 $285,379 $275,856
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 43.7% 43.7% 43.7% 43.7%
======== ======== ======== ========
Cash distributed to the Wells REIT $ 82,705 $ 77,237 $157,370 $153,211
======== ======== ======== ========
Net income allocated to the Wells REIT $ 66,329 $ 60,861 $124,617 $120,459
======== ======== ======== ========
</TABLE>
Rental income, depreciation, and management and leasing expenses remained
stable in 2000, as compared to 1999, while other operating expenses are lower
due to common area maintenance (CAM) reimbursements billed in 2000 to the
tenants. No CAM billing was charged to the tenant in 1999.
103
<PAGE>
Tenants are billed an estimated amount for common area maintenance which is then
reconciled the following year, and the difference is billed to the tenant.
The Fairchild Building/The Fremont Joint Venture
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $225,195 $225,211 $450,390 $450,421
-------- -------- -------- --------
Expenses:
Depreciation 71,382 71,382 142,764 142,764
Management and leasing expenses 9,175 9,343 18,350 18,667
Other operating expenses 2,842 6,315 6,612 7,315
-------- -------- -------- --------
83,399 87,040 167,726 168,746
-------- -------- -------- --------
Net income $141,796 $138,171 $282,664 $281,675
======== ======== ======== ========
Occupied percentage 100% 100% 100% 100%
======== ======== ======== ========
Our ownership percentage 77.5% 77.5% 77.5% 77.5%
======== ======== ======== ========
Cash distributed to the Wells REIT $159,128 $151,707 $317,537 $307,547
======== ======== ======== ========
Net income allocated to the Wells REIT $109,897 $107,087 $219,076 $218,309
======== ======== ======== ========
</TABLE>
Rental income, net income and cash distributions to the Wells REIT remained
stable in 2000, as compared to 1999.
The PwC Building
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -----------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Rental income $552,298 $552,298 $1,104,596 $1,104,340
-------- -------- ---------- ----------
Expenses:
Depreciation 206,037 205,251 412,074 411,021
Management and leasing expenses 39,437 32,263 78,382 73,535
Other operating expenses (69,651) 46,214 (105,680) 181,217
-------- -------- ---------- ----------
175,823 283,728 384,776 665,773
-------- -------- ---------- ----------
Net income $376,475 $268,570 $ 719,820 $ 438,567
======== ======== ========== ==========
Occupied percentage 100% 100% 100% 100%
======== ======== ========== ==========
Our ownership percentage 100% 100% 100% 100%
======== ======== ========== ==========
Cash distributed to the Wells REIT $527,849 $407,917 $1,024,078 $ 717,780
======== ======== ========== ==========
Net income allocated to the Wells REIT $376,475 $268,570 $ 719,820 $ 438,567
======== ======== ========== ==========
</TABLE>
Rental income has remained stable. Other operating expenses are negative
due to increased CMA billings in 2000. Management and leasing fee reimbursement
is also included in other operating expenses. Tenants are billed an estimated
amount for current year common area maintenance which is then reconciled the
following year, and the difference billed to the tenants.
104
<PAGE>
The AT&T Building
<TABLE>
<CAPTION>
Six Months Five Months
Three Months Ended Ended Ended
--------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Revenues:
Rental income $340,833 $300,533 $681,665 $474,674
--------- --------- ---------- -----------
Expenses:
Depreciation 120,744 120,750 241,488 201,222
Management and leasing expenses 15,338 5,130 30,676 8,550
Other operating expenses (764) 8,762 6,110 9,569
Interest expense 3,210 111,652 6,416 178,576
--------- --------- ---------- -----------
138,528 246,294 284,690 397,917
--------- --------- ---------- -----------
Net income $202,305 $ 54,239 $396,975 $ 76,757
========= ========= ========== ===========
Occupied percentage 100% 100% 100% 100%
========= ========= ========== ===========
Our ownership percentage 100% 100% 100% 100%
========= ========= ========== ===========
Cash distributed to the Wells REIT $314,185 $247,143 $638,599 $279,185
========= ========= ========== ===========
Net income allocated to the Wells REIT $202,305 $ 54,239 $396,975 $ 76,757
========= ========= ========== ===========
</TABLE>
Rental income increased for the three months ended June 30, 2000, as
compared to the three months ended June 30, 1999, due to an understatement of
straight line rent in 1999. Interest expense has decreased in 2000 due to a
substantial decrease in the note payable related to this property.
Since the AT&T Building was purchased in February 1999, comparable income
and expenses figures for the prior year are available for only five months.
The EYBL CarTex Building/The XI-XII-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Six Months Two Months
Ended Ended Ended
June 30, June 30, June 30,
2000 2000 1999
------------ ---------- ----------
<S> <C> <C> <C>
Revenues:
Rental income $140,089 $280,178 $70,126
------------ ---------- ----------
Expenses:
Depreciation 49,900 99,801 33,268
Management and leasing expenses 5,496 11,217 10,849
Other operating expenses 9,174 19,014 0
------------ ---------- ----------
64,570 130,032 44,117
------------ ---------- ----------
Net income $ 75,519 $150,146 $26,009
============ ========== ==========
Occupied percentage 100% 100% 100%
============ ========== ==========
Our ownership percentage 56.8% 56.8% 70.1%
============ ========== ==========
Cash distributed to the Wells REIT $ 65,979 $122,907 $35,515
============ ========== ==========
Net income allocated to the Wells REIT $ 42,866 $ 85,227 $18,248
============ ========== ==========
</TABLE>
Since the EYBL CarTex Building was purchased in May of 1999, comparable
income and expense figures for the prior year are available for only two months.
Since acquisition of the property by
105
<PAGE>
the XI-XII-REIT, the property has remained 100% occupied and no significant
changes have occurred to its operations.
Our ownership interest in the XI-XII-REIT Joint Venture decreased due to
the admittance of Wells Fund XII to the XI-REIT Joint Venture on June 21, 1999.
The Sprint Building/The XI-XII-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $265,997 $531,994
------------- -------------
Expenses:
Depreciation 81,778 163,557
Management and leasing expenses 11,240 22,479
Other operating expenses 4,334 10,658
------------- -------------
97,352 196,694
------------- -------------
Net income $168,645 $335,300
============= =============
Occupied percentage 100% 100%
============= =============
Our ownership percentage 56.8% 56.8%
============= =============
Cash distributed to the Wells REIT $132,933 $264,736
============= =============
Net income allocated to the Wells REIT $ 95,729 $190,327
============= =============
</TABLE>
Since the Sprint Building was purchased in July 1999, comparative income
and expense figures are not available for the prior year. Since acquisition of
the property by the XI-XII-REIT Joint Venture, the property has remained 100%
occupied and no significant changes have occurred to its operations.
The Johnson Matthey Building/The XI-XII-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $214,474 $428,948
------------- -------------
Expenses:
Depreciation 63,868 127,737
Management and leasing expenses 8,884 17,769
Other operating expenses 5,252 10,129
------------- -------------
78,004 155,635
------------- -------------
Net income $136,470 $273,313
============= =============
Occupied percentage 100% 100%
============= =============
Our ownership percentage 56.8% 56.8%
============= =============
Cash distributed to the Wells REIT $104,047 $208,307
============= =============
Net income allocated to the Wells REIT $ 77,464 $155,140
============= =============
</TABLE>
Since the Johnson Matthey Building was purchased in August 1999,
comparative income and expense figures are not available for the prior year.
Since acquisition of the property by the XI-XII-REIT
106
<PAGE>
Joint Venture, the property has remained 100% occupied and no significant
changes have occurred to its operations.
The Gartner Building/The XI-XII-REIT Joint Venture
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $216,567 $420,808
------------- -------------
Expenses:
Depreciation 77,622 155,245
Management and leasing expenses 9,086 19,248
Other operating expenses (4,482) (19,793)
------------- -------------
82,226 154,700
------------- -------------
Net income $134,341 $266,108
============= =============
Occupied percentage 100% 100%
============= =============
Our ownership percentage 56.8% 56.8%
============= =============
Cash distributed to the Wells REIT $109,577 $217,708
============= =============
Net income allocated to the Wells REIT $ 76,256 $151,051
============= =============
</TABLE>
Other operating expenses are negative due to an offset of tenant
reimbursements in operating costs both for the first quarter of 2000 as well as
the fourth quarter of 1999. Since the building was purchased in September of
1999, we were not able to estimate the amount to be billed for 1999 until the
first quarter of 2000. Since the Gartner Building was purchased in September
1999, comparative income and expense figures are not available for the prior
year.
The Marconi Building
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $817,819 $1,635,638
------------- -------------
Expenses:
Depreciation 293,352 586,704
Management and leasing expenses 35,509 72,962
Other operating expenses 5,860 12,495
------------- -------------
334,721 672,161
------------- -------------
Net income $483,098 $ 963,477
============= =============
Occupied percentage 100% 100%
============= =============
Our ownership percentage 100% 100%
============= =============
Cash distributed to the Wells REIT $671,940 $1,343,105
============= =============
Net income allocated to the Wells REIT $483,098 $ 963,477
============= =============
</TABLE>
Since the Marconi Building was purchased in September 1999, comparable
income and expense figures for the prior year are not available.
107
<PAGE>
The Matsushita Building
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $492,420 $1,017,029
-------- ----------
Expenses:
Depreciation 254,757 509,514
Management and leasing expenses 46,815 90,918
Other operating expenses 17,365 34,680
-------- ----------
318,937 635,112
-------- ----------
Net income $173,483 $ 381,917
======== ==========
Occupied percentage 100% 100%
======== ==========
Our ownership percentage 100% 100%
======== ==========
Cash distributed to the Wells REIT $442,307 $ 715,556
======== ==========
Net income generated to the Wells REIT $173,483 $ 381,917
======== ==========
</TABLE>
On January 4, 2000, Matsushita Avionics occupied 100% of the Matsushita
Building. As of June 30, 2000, Wells OP had spent approximately $18,000,000
towards the construction of the Matsushita Building. The Matsushita Building is
substantially complete, and the aggregate of all costs and expenses to be
incurred by Wells OP with respect to the acquisition and construction of the
Matsushita Building is not expected to exceed the budget of $18,400,000. Since
the Matsushita Building opened in January 2000, comparable income and expense
figures for the prior year are not available.
The Cinemark Building
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $701,262 $1,402,866
-------- ----------
Expenses:
Depreciation 212,310 424,586
Management and leasing expenses 29,340 62,040
Other operating expenses 142,265 307,855
-------- ----------
383,915 794,481
-------- ----------
Net income $317,347 $ 608,385
======== ==========
Occupied percentage 100% 100%
======== ==========
Our ownership percentage 100% 100%
======== ==========
Cash distributed to the Wells REIT $482,521 $ 938,437
======== ==========
Net income allocated to the Wells REIT $317,347 $ 608,385
======== ==========
</TABLE>
Since the Cinemark Building was purchased in December 1999, comparable
income and expense figures for the prior year are not available.
108
<PAGE>
The Metris Building
<TABLE>
<CAPTION>
Three Months Five Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $309,552 $482,044
-------- --------
Expenses:
Depreciation 120,376 197,506
Management and leasing expenses 13,364 20,737
Other operating expenses 4,162 7,078
-------- --------
137,902 225,321
-------- --------
Net income $171,650 $256,723
======== ========
Occupied percentage 100% 100%
======== ========
Our ownership percentage 100% 100%
======== ========
Cash distributed to the Wells REIT $281,123 $435,798
======== ========
Net income allocated to the Wells REIT $171,650 $256,723
======== ========
</TABLE>
Since the Metris Building was purchased in February 2000, comparable income
and expense figures for the prior year are not available.
The Dial Building
<TABLE>
<CAPTION>
Three Months Four Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $346,918 $358,109
-------- --------
Expenses:
Depreciation 126,609 130,503
Management and leasing expenses 16,412 16,412
Other operating expenses 12,941 12,941
-------- --------
155,962 159,856
-------- --------
Net income $190,956 $198,253
======== ========
Occupied percentage 100% 100%
======== ========
Our ownership percentage 100% 100%
======== ========
Cash distributed to the Wells REIT $330,885 $342,076
======== ========
Net income allocated to the Wells REIT $190,956 $198,253
======== ========
</TABLE>
Since the Dial Building was purchased in March 2000, comparable income and
expense figures for the prior year are not available.
109
<PAGE>
The ASML Building
<TABLE>
<CAPTION>
Three Months Four Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $586,875 $602,422
-------- --------
Expenses:
Depreciation 191,157 197,436
Management and leasing expenses 28,322 28,322
Other operating expenses 54,667 56,170
-------- --------
274,146 281,928
-------- --------
Net income $312,729 $320,494
======== ========
Occupied percentage 100% 100%
======== ========
Our ownership percentage 100% 100%
======== ========
Cash distributed to the Wells REIT $420,231 $434,275
======== ========
Net income allocated to the Wells REIT $312,729 $320,494
======== ========
</TABLE>
Since the ASML Building was purchased in March 2000, comparable income and
expense figures for the prior year are not available.
The Motorola Building
<TABLE>
<CAPTION>
Three Months Four Months
Ended Ended
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
Revenues:
Rental income $485,834 $500,704
-------- --------
Expenses:
Depreciation 176,250 182,039
Management and leasing expenses 21,698 21,698
Other operating expenses 64,688 66,655
-------- --------
262,636 270,392
-------- --------
Net income $223,198 $230,312
======== ========
Occupied percentage 100% 100%
======== ========
Our ownership percentage 100% 100%
======== ========
Cash distributed to the Wells REIT $385,066 $397,969
======== ========
Net income allocated to the Wells REIT $223,198 $230,312
======== ========
</TABLE>
Since the Motorola Building was purchased in March 2000, comparable income
and expense figures for the prior year are not available.
110
<PAGE>
The Siemens Building/The XII-REIT Joint Venture
<TABLE>
<CAPTION>
Two Months
Ended
June 30, 2000
=================
<S> <C>
Revenues:
Rental income $222,575
-----------------
Expenses:
Depreciation 69,334
Management and leasing expenses 3,284
Operating costs, net of reimbursements 227
-----------------
72,845
-----------------
Net income $149,730
=================
Occupied percentage 100%
=================
Our ownership percentage 50%
=================
Cash distributed to the Wells REIT $ 93,319
=================
Net income allocated to the Wells REIT $ 74,865
=================
</TABLE>
Since the Siemens Building was purchased in May 2000, comparative income
and expense figures are not available for the prior year.
The Avnet Building
<TABLE>
<CAPTION>
One Month
Ended
June 30, 2000
=================
<S> <C>
Revenues:
Rental income $90,588
-----------------
Expenses:
Depreciation 44,238
Other operating expenses 12,431
-----------------
56,669
-----------------
Net income $33,919
=================
Occupied percentage 100%
=================
Our ownership percentage 100%
=================
Cash distributed to the Wells REIT $67,589
=================
Net income allocated to the Wells REIT $33,919
=================
</TABLE>
Since the Avnet Building was purchased in June 2000, comparable income
and expense figures for the prior year are not available.
111
<PAGE>
The Delphi Building
<TABLE>
<CAPTION>
One Month
Ended
June 30, 2000
=================
<S> <C>
Revenues:
Rental income $16,742
-----------------
Expenses:
Depreciation 3,235
Other operating expenses 7,132
-----------------
10,367
-----------------
Net income $ 6,375
=================
Occupied percentage 100%
=================
Our ownership percentage 100%
=================
Cash distributed to the Wells REIT $ 3,576
=================
Net income allocated to the Wells REIT $ 6,375
=================
</TABLE>
Since the Delphi Building was purchased in June 2000, comparable income
and expense figures for the prior year are not available.
Inflation
The real estate market has not been affected significantly by inflation in
the past three years due to the relatively low inflation rate. There are
provisions in a majority of our tenant leases to protect us from the impact of
inflation. These leases contain common area maintenance charges, real estate
tax and insurance reimbursements on a per square foot basis, or in some cases,
annual reimbursement of operating expenses above a certain per square foot
allowance. These provisions should reduce our exposure to increases in costs
and operating expenses resulting from inflation.
Year 2000 Matters Update
Wells Capital and its affiliates did not experience any significant
malfunctions or errors in operating or business systems when the date changed
from 1999 to 2000. Based on operations since January 1, 2000, Wells Capital and
its affiliates does not expect any significant impact on ongoing business as a
result of the "Year 2000 matter." However, it is possible that the full impact
of the date change, which was of concern due to computer programs that use two
digits instead of four digits to define years, has not been fully recognized.
For example, it is possible that Year 2000 or similar problems may occur with
revenue systems, payroll systems or financial closings at month, quarter or year
end. Wells Capital and its affiliates believes that any such problems are likely
to be minor and correctable. In addition, Wells Capital and its affiliates
could still be negatively affected if customers or suppliers are adversely
affected by Year 2000 or similar issues. Wells Capital and its affiliates is
currently not aware of any significant Year 2000 or similar problems that
customers or suppliers have experienced.
Wells Capital and its affiliates expended approximately $300,000 on Year
2000 readiness efforts, a substantial portion of which was for communications
equipment and application software.
112
<PAGE>
Prior Performance Summary
The information presented in this section represents the historical
experience of real estate programs managed by the advisor and its affiliates.
Investors in the Wells REIT should not assume that they will experience returns,
if any, comparable to those experienced by investors in such prior real estate
programs.
Of the 13 publicly offered real estate limited partnerships in which Leo F.
Wells, III has served as a general partner, 12 of such limited partnerships have
completed their respective offerings. These 12 limited partnerships and the
year in which each of their offerings was completed are:
1. Wells Real Estate Fund I (1986)
2. Wells Real Estate Fund II (1988)
3. Wells Real Estate Fund II-OW (1988)
4. Wells Real Estate Fund III, L.P. (1990)
5. Wells Real Estate Fund IV, L.P. (1992)
6. Wells Real Estate Fund V, L.P. (1993)
7. Wells Real Estate Fund VI, L.P. (1994)
8. Wells Real Estate Fund VII, L.P. (1995)
9. Wells Real Estate Fund VIII, L.P. (1996)
10. Wells Real Estate Fund IX, L.P. (1996)
11. Wells Real Estate Fund X, L.P. (1997)
12. Wells Real Estate Fund XI, L.P. (1998).
In addition to the foregoing real estate limited partnerships, Wells
Capital and its affiliates sponsored the initial public offering of shares of
common stock of the Wells REIT. The initial public offering began on January 30,
1998 and was terminated on December 19, 1999. We received gross proceeds of
approximately $132,181,919 from the sale of approximately 13,218,192 shares from
our initial public offering.
Wells Capital and its affiliates sponsored a second public offering of
shares of common stock of the Wells REIT. The second public offering began on
December 20, 1999 and was terminated on __________, 2000. As of ___________,
2000, we had received gross proceeds of approximately $____________ from the
sale of approximately ____________ shares from our second public offering.
Wells Capital and its affiliates are currently also sponsoring a public
offering of 7,000,000 units on behalf of Wells Real Estate Fund XII, L.P., a
public limited partnership. Wells Fund XII began its offering on March 22,
1999, and as of ________, 2000, Wells Fund XII had raised $__________ from
______ investors.
The Prior Performance Tables included in the back of this prospectus set
forth information as of the dates indicated regarding certain of these Wells
programs as to (1) experience in raising and investing funds (Table I); (2)
compensation to sponsor (Table II); and (3) annual operating results of prior
programs (Table III). No information is given as to results of completed
programs or sales or disposals of property because, to date, none of the Wells
programs have sold any of their properties.
In addition to the real estate programs sponsored by Wells Capital and its
affiliates discussed above, they are also sponsoring an index mutual fund which
invests in various REIT stocks known as the Wells S&P REIT Index Fund (REIT
Fund). The REIT Fund is a mutual fund which seeks to provide investment results
corresponding to the performance of the S&P REIT Index by investing in the REIT
113
<PAGE>
stocks included in the S&P REIT Index. The REIT Fund began its offering on
January 12, 1998, and as of _________, 2000, the REIT Fund had raised
$__________ from ______ investors.
Publicly Offered Unspecified Real Estate Programs
Wells Capital and its affiliates have previously sponsored the above listed
12 publicly offered real estate limited partnerships and are currently
sponsoring Wells Fund XII offered on an unspecified property or "blind pool"
basis. The total amount of funds raised from investors in the offerings of
these 13 publicly offered limited partnerships, as of __________, 2000, was
approximately $____________, and the total number of investors in such programs
was approximately _________.
The investment objectives of each of the other Wells programs are
substantially identical to the investment objectives of the Wells REIT. All of
the proceeds of the offerings of Wells Fund I, Wells Fund II, Wells Fund II-OW,
Wells Fund III, Wells Fund IV, Wells Fund V, Wells Fund VI, Wells Fund VII,
Wells Fund VIII, Wells Fund IX, Wells Fund X and Wells Fund XI available for
investment in real properties have been invested in properties. For the fiscal
year ended December 31, 1999, approximately 65% of the aggregate gross rental
income of the 12 publicly offered programs listed above was derived from tenants
which are corporations, each of which has net worth of at least $100,000,000 or
whose lease obligations are guaranteed by another corporation with a net worth
of at least $100,000,000.
Because of the cyclical nature of the real estate market, decreases in net
income of the public partnerships could occur at any time in the future when
economic conditions decline. None of the Wells programs has liquidated or sold
any of its real properties to date and, accordingly, no assurance can be made
that Wells programs will ultimately be successful in meeting their investment
objectives. (See "Risk Factors.")
The aggregate dollar amount of the acquisition and development costs of the
properties purchased by the previously sponsored Wells programs, as of December
31, 1999, was $370,247,877 of which $332,000 (or approximately .09%) had not yet
been expended on the development of certain of the projects which are still
under construction. Of the aggregate amount, approximately 82% was or will be
spent on acquiring or developing office buildings, and approximately 18% was or
will be spent on acquiring or developing shopping centers. Of the aggregate
amount, approximately 9% was or will be spent on new properties, 58% on existing
or used properties and 33% on construction properties. Following is a table
showing a breakdown of the aggregate amount of the acquisition and development
costs of the properties purchased by the Wells REIT and the 12 Wells programs
listed above as of __________, 2000:
Type of Property New Used Construction
---------------- ---- ----- -------------
Office Buildings ___% ___% ___%
Shopping Centers ___% ___% ___%
Wells Fund I terminated its offering on September 5, 1986, and received
gross proceeds of $35,321,000 representing subscriptions from 4,895 limited
partners. $24,679,000 of the gross proceeds were attributable to sales of Class
A Units, and $10,642,000 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund I have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund I owns
interests in the following properties:
. a three story medical office building in Atlanta, Georgia;
. two commercial office buildings in Atlanta, Georgia;
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. a shopping center in DeKalb County, Georgia having Kroger as the anchor
tenant;
. a shopping center in Knoxville, Tennessee;
. a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant; and
. a project consisting of seven office buildings and a shopping center in
Tucker, Georgia.
The prospectus of Wells Fund I provided that the properties purchased by
Wells Fund I would typically be held for a period of eight to 12 years, but that
the general partners may exercise their discretion as to whether and when to
sell the properties owned by Wells Fund I and that the general partners were
under no obligation to sell the properties at any particular time. Wells Fund I
acquired its properties between 1985 and 1987, and has not yet liquidated or
sold any of its properties.
Wells Fund II and Wells Fund II-OW terminated their offerings on September
7, 1988, and received aggregate gross proceeds of $36,870,250 representing
subscriptions from 4,659 limited partners. $28,829,000 of the gross proceeds
were attributable to sales of Class A Units, and $8,041,250 of the gross
proceeds were attributable to sales of Class B Units. Limited partners in Wells
Fund II and Wells Fund II-OW have no right to change the status of their units
from Class A to Class B or vice versa. Wells Fund II and Wells Fund II-OW own
all of their properties through a joint venture, which owns interests in the
following properties:
. a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;
. a project consisting of seven office buildings and a shopping center in
Tucker, Georgia;
. a two story office building in Charlotte, North Carolina leased to First
Union Bank;
. a four story office building in Houston, Texas leased to The Boeing
Company;
. a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.; and
. a combined retail and office development in Roswell, Georgia.
The prospectus of Wells Fund II and Wells Fund II-OW provided that the
properties purchased by Wells Fund II and Wells Fund II-OW would typically be
held for a period of eight to 12 years, but that the general partners may
exercise their discretion as to whether and when to sell the properties owned by
Wells Fund II and Wells Fund II-OW and that the partnerships were under no
obligation to sell their properties at any particular time. Wells Fund II and
Wells Fund II-OW acquired their properties between 1987 and 1989, and have not
yet liquidated or sold any of their properties.
Wells Fund III terminated its offering on October 23, 1990, and received
gross proceeds of $22,206,310 representing subscriptions from 2,700 limited
partners. $19,661,770 of the gross proceeds were attributable to sales of Class
A Units, and $2,544,540 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund III have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund III
owns interests in the following properties:
. a four story office building in Houston, Texas leased to The Boeing
Company;
. a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.;
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. a combined retail and office development in Roswell, Georgia;
. a two story office building in Greenville, North Carolina leased to
International Business Machines Corporation (IBM);
. a shopping center in Stockbridge, Georgia having Kroger as the anchor
tenant; and
. a two story office building in Richmond, Virginia leased to General
Electric.
Wells Fund IV terminated its offering on February 29, 1992, and received
gross proceeds of $13,614,655 representing subscriptions from 1,286 limited
partners. $13,229,150 of the gross proceeds were attributable to sales of Class
A Units, and $385,505 of the gross proceeds were attributable to sales of Class
B Units. Limited partners in Wells Fund IV have no right to change the status of
their units from Class A to Class B or vice versa. Wells Fund IV owns interests
in the following properties:
. a shopping center in Stockbridge, Georgia having Kroger as the anchor
tenant;
. a four story office building in Jacksonville, Florida leased to IBM and
Customized Transportation Inc. (CTI);
. a two story office building in Richmond, Virginia leased to General
Electric; and
. two story office buildings in Stockbridge, Georgia, a substantial
portion of which is leased to Georgia Baptist Hospital.
Wells Fund V terminated its offering on March 3, 1993, and received gross
proceeds of $17,006,020 representing subscriptions from 1,667 limited partners.
$15,209,666 of the gross proceeds were attributable to sales of Class A Units,
and $1,796,354 of the gross proceeds were attributable to sales of Class B
Units. Limited partners in Wells Fund V who purchased Class B Units are entitled
to change the status of their units to Class A, but limited partners who
purchased Class A Units are not entitled to change the status of their units to
Class B. After taking into effect conversion elections made by limited partners
subsequent to their subscription for units, as of December 31, 1998, $15,590,210
of units of Wells Fund V were treated as Class A Units, and $1,415,810 of units
were treated as Class B Units. Wells Fund V owns interests in the following
properties:
. a four story office building in Jacksonville, Florida leased to IBM and
CTI;
. two story office buildings in Stockbridge, Georgia, a substantial
portion of which is leased to Georgia Baptist Hospital;
. a four story office building in Hartford, Connecticut leased to Hartford
Fire Insurance Company;
. two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que; and
. a three story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel.
Wells Fund VI terminated its offering on April 4, 1994, and received gross
proceeds of $25,000,000 representing subscriptions from 1,793 limited partners.
$19,332,176 of the gross proceeds were attributable to sales of Class A Units,
and $5,667,824 of the gross proceeds were attributable to sales
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of Class B Units. Limited partners in Wells Fund VI are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscription for units, as of December 31, 1998, $21,877,575 of units of Wells
Fund VI were treated as Class A Units, and $3,122,425 of units were treated as
Class B Units. Wells Fund VI owns interests in the following properties:
. a four story office building in Hartford, Connecticut leased to Hartford
Fire Insurance Company;
. two restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc. and Glenn's Open Pit Bar-B-Que;
. a restaurant and retail building in Stockbridge, Georgia;
. a shopping center in Stockbridge, Georgia;
. a three story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;
. a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;
. a combined retail and office development in Roswell, Georgia;
. a four story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.; and
. a shopping center in Clemmons, North Carolina having Harris Teeter, Inc.
as the anchor tenant.
Wells Fund VII terminated its offering on January 5, 1995, and received
gross proceeds of $24,180,174 representing subscriptions from 1,910 limited
partners. $16,788,095 of the gross proceeds were attributable to sales of Class
A Units, and $7,392,079 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund VII are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscriptions for units, as of December 31, 1998, $20,095,174 of units in Wells
Fund VII were treated as Class A Units, and $4,085,000 of units were treated as
Class B Units. Wells Fund VII owns interests in the following properties:
. a three story office building in Appleton, Wisconsin leased to Jaako
Poyry Fluor Daniel;
. a restaurant and retail building in Stockbridge, Georgia;
. a shopping center in Stockbridge, Georgia;
. a shopping center in Cherokee County, Georgia having Kroger as the
anchor tenant;
. a combined retail and office development in Roswell, Georgia;
. a two story office building in Alachua County, Florida near Gainesville
leased to CH2M Hill, Engineers, Planners, Economists, Scientists;
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. a four story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;
. a shopping center in Clemmons, North Carolina having Harris Teeter, Inc.
as the anchor tenant; and
. a retail development in Clayton County, Georgia.
Certain financial information for Wells Fund VII is summarized below:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gross Revenues $962,630 $846,306 $816,237 $543,291 $925,246
----------------------------------------------------------------------------------------------------------------------
Net Income $895,795 $754,334 $733,149 $452,776 $804,043
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Wells Fund VIII terminated its offering on January 4, 1996, and received
gross proceeds of $32,042,689 representing subscriptions from 2,241 limited
partners. $26,135,339 of the gross proceeds were attributable to sales of Class
A Units, and $5,907,350 were attributable to sales of Class B Units. Limited
partners in Wells Fund VIII are entitled to change the status of their units
from Class A to Class B and vice versa. After taking into effect conversion
elections made by limited partners subsequent to their subscriptions for units
and certain repurchases made by Wells Fund VIII, as of December 31, 1998,
$26,745,845 of units in Wells Fund VIII were treated as Class A Units, and
$5,286,844 of units were treated as Class B Units. Wells Fund VIII owns
interests in the following properties:
. a two story office building in Alachua County, Florida near Gainsville
leased to CH2M Hill, Engineers, Planners, Economists, Scientists;
. a four story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American Express
Travel Related Services Company, Inc.;
. a shopping center in Clemmons, North Carolina having Harris Teeter, Inc.
as the anchor tenant;
. a retail development in Clayton County, Georgia;
. a four story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;
. a one story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;
. a two story office building in Orange County, California; and
. a two story office building in Boulder County, Colorado leased to Cirrus
Logic, Inc.
Certain financial information for Wells Fund VIII is summarized below:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gross Revenues $1,360,497 $1,362,513 $1,204,018 $1,057,694 $402,428
--------------------------------------------------------------------------------------------------------------------
Net Income $1,266,946 $1,269,171 $1,102,567 $ 936,590 $273,914
--------------------------------------------------------------------------------------------------------------------
</TABLE>
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Wells Fund IX terminated its offering on December 30, 1996, and received
gross proceeds of $35,000,000 representing subscriptions from 2,098 limited
partners. $29,359,310 of the gross proceeds were attributable to sales of Class
A Units, and $5,640,690 were attributable to sales of Class B Units. After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 1998, $29,898,750 of units in
Wells Fund IX were treated as Class A Units, and $5,101,250 of units were
treated as Class B Units. Wells Fund IX owns interests in the following
properties:
. a one story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;
. a four story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;
. a two story office building in Orange County, California;
. a two story office building in Boulder County, Colorado leased to Cirrus
Logic, Inc.;
. a two story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;
. a three story office building in Knox County, Tennessee leased to ABB
Environmental Systems;
. a one story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;
. a three story office building in Boulder County, Colorado; and
. a one story office building in Oklahoma City, Oklahoma leased to Lucent
Technologies, Inc.
Certain financial information for Wells Fund IX is summarized below:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
1999 1998 1997 1996
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gross Revenues $1,593,734 $1,561,456 $1,199,300 $406,891
----------------------------------------------------------------------------------------------------
Net Income $1,490,331 $1,449,955 $1,091,766 $298,756
----------------------------------------------------------------------------------------------------
</TABLE>
Wells Fund X terminated its offering on December 30, 1997, and received
gross proceeds of $27,128,912 representing subscriptions from 1,806 limited
partners. $21,160,992 of the gross proceeds were contributable to sales of
Class A Units, and $5,967,920 were attributable to sales of Class B Units.
After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units as of December 31, 1998, $21,258,042
of units in Wells Fund X were treated as Class A Units and $5,870,870 of units
were treated as Class B Units. Wells Fund X owns interests in the following
properties:
. a three story office building in Knox County, Tennessee leased to ABB
Environmental Systems;
. a two story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;
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. a one story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;
. a three story office building in Boulder County, Colorado;
. a one story office building in Oklahoma City, Oklahoma leased to Lucent
Technologies, Inc.;
. a one story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation; and
. a two story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.
Certain financial information for Wells Fund X is summarized below:
--------------------------------------------------------------------
1999 1998 1997
--------------------------------------------------------------------
Gross Revenues $1,309,281 $1,204,597 $372,507
--------------------------------------------------------------------
Net Income $1,192,318 $1,050,329 $278,025
--------------------------------------------------------------------
Wells Fund XI terminated its offering on December 30, 1998, and received
gross proceeds of $16,532,802 representing subscriptions from 1,345 limited
partners. $13,029,424 of the gross proceeds were attributable to sales of Class
A Units and $3,503,378 were attributable to sales of Class B Units. Wells Fund
XI owns interests in the following properties:
. a three story office building in Knox County, Tennessee leased to ABB
Environmental Systems;
. a one story office building in Oklahoma City, Oklahoma leased to Lucent
Technologies, Inc.;
. a two story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;
. a three story office building in Boulder County, Colorado;
. a one story office and warehouse building in Weber County, Utah leased
to Iomega Corporation;
. a one story office and warehouse building in Orange County, California
leased to Cort Furniture Rental Corporation;
. a two story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.;
. a two story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;
. a three story office building in Johnson County, Kansas leased to Sprint
Communications Company L.P.;
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. a two story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.; and
. a two story office building in Fort Myers, Florida leased to Gartner
Group, Inc.
Certain financial information for Wells Fund XI is summarized below:
-------------------------------------------------------
1999 1998
-------------------------------------------------------
Gross Revenues $766,586 $262,729
-------------------------------------------------------
Net Income $630,528 $143,295
-------------------------------------------------------
Wells Fund XII began its offering on March 22, 1999. As of _________ __,
2000, Wells Fund XII had received gross proceeds of $_________ representing
subscriptions from ___ limited partners. $_________ of the gross proceeds were
attributable to sales of cash preferred units and $________ were attributable to
sales of tax preferred units. Wells Fund XII owns interests in the following
properties:
. a two story manufacturing and office building in Greenville County,
South Carolina leased to EYBL CarTex, Inc.;
. a three story office building In Johnson County, Kansas leased to Sprint
Communications Company L.P.;
. a two story research and development office and warehouse building in
Chester County, Pennsylvania leased to Johnson Matthey, Inc.;
. a two story office building in Fort Myers, Florida leased to Gartner
Group, Inc.; and
. a three story office building in Troy, Michigan leased to Siemens
Automotive Corporation.
The information set forth above should not be considered indicative of
results to be expected from the partnership.
The foregoing properties in which the above 13 limited partnerships have
invested have all been acquired on an all cash basis.
Leo F. Wells, III and Wells Partners, L.P. are the general partners of
Wells Fund IV, Wells Fund V, Wells Fund VI, Wells Fund VII, Wells Fund VIII,
Wells Fund IX, Wells Fund X, Wells Fund XI and Wells Fund XII. Wells Capital,
which is the general partner of Wells Partners, L.P., and Leo F. Wells, III are
the general partners of Wells Fund I, Wells Fund II, Wells Fund II-OW and Wells
Fund III.
Potential investors are encouraged to examine the Prior Performance Tables
included in the back of the prospectus for more detailed information regarding
the prior experience of the sponsors. In addition, upon request, prospective
investors may obtain from us without charge copies of offering materials and any
reports prepared in connection with any of the Wells programs, including a copy
of the most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission. For a reasonable fee, we will also furnish upon request
copies of the exhibits to any such Form 10-K. Any such request should be
directed to our secretary. Additionally, Table VI contained in Part II of the
registration statement, which is not part of this prospectus, gives certain
additional information relating to properties acquired by the Wells programs.
We will furnish, without charge, copies of such table upon request.
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Federal Income Tax Considerations
General
The following is a summary of material federal income tax considerations
associated with an investment in the shares. This summary does not address all
possible tax considerations that may be material to an investor and does not
constitute tax advice. Moreover, this summary does not deal with all tax aspects
that might be relevant to you, as a prospective shareholder, in light of your
personal circumstances; nor does it deal with particular types of shareholders
that are subject to special treatment under the Code, such as insurance
companies, tax-exempt organizations, financial institutions or broker-dealers,
or foreign corporations or persons who are not citizens or residents of the
United States ("Non-US Shareholders"). The Internal Revenue Code provisions
governing the federal income tax treatment of REITs are highly technical and
complex, and this summary is qualified in its entirety by the express language
of applicable Internal Revenue Code provisions, Treasury Regulations promulgated
thereunder and administrative and judicial interpretations thereof.
We urge you, as a prospective investor, to consult your own tax advisor
regarding the specific tax consequences to you of a purchase of shares,
ownership and sale of the shares and of our election to be taxed as a REIT,
including the federal, state, local, foreign and other tax consequences of such
purchase, ownership, sale and election.
Opinion of Counsel
Holland & Knight LLP has acted as our counsel, has reviewed this summary
and is of the opinion that it fairly summarizes the federal income tax
considerations addressed that are material to shareholders. It is also the
opinion of our counsel that, commencing with our taxable year ended December 31,
1998, it is more likely than not that we qualified to be taxed as a REIT under
the Internal Revenue Code, provided that we have operated and will continue to
operate in accordance with various assumptions and the factual representations
we made to counsel concerning our business, properties and operations. It must
be emphasized that Holland & Knight LLP's opinion is based on various
assumptions and is conditioned upon the assumptions and representations we made
concerning our business and properties. Moreover, our qualification for
taxation as a REIT depends on our ability to meet the various qualification
tests imposed under the Internal Revenue Code discussed below, the results of
which will not be reviewed by Holland & Knight LLP. Accordingly, we cannot
assure you that the actual results of our operations for any one taxable year
will satisfy these requirements. See "Risk Factors -- Failure to Qualify as a
REIT."
The statements made in this section of the prospectus and in the opinion of
Holland & Knight LLP are based upon existing law and Treasury Regulations, as
currently applicable, currently published administrative positions of the
Internal Revenue Service and judicial decisions, all of which are subject to
change, either prospectively or retroactively. We cannot assure you that any
changes will not modify the conclusions expressed in counsel's opinion.
Moreover, an opinion of counsel is not binding on the Internal Revenue Service
and we cannot assure you that the Internal Revenue Service will not successfully
challenge our status as a REIT.
Taxation of the Company
If we qualify for taxation as a REIT, we generally will not be subject to
federal corporate income taxes on that portion of our ordinary income or capital
gain that we distribute currently to our shareholders, because the REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
distributions paid to its shareholders. This substantially eliminates the
federal "double taxation"
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on earnings (taxation at both the corporate level and shareholder level) that
usually results from an investment in a corporation.
Even if we qualify for taxation as a REIT, however, we will be subject to
federal income taxation as follows:
. we will be taxed at regular corporate rates on our undistributed REIT
taxable income, including undistributed net capital gains;
. under some circumstances, we will be subject to "alternative minimum
tax";
. if we have net income from the sale or other disposition of "foreclosure
property" that is held primarily for sale to customers in the ordinary
course of business or other non-qualifying income from foreclosure
property, we will be subject to tax at the highest corporate rate on
that income;
. if we have net income from prohibited transactions (which are, in
general, sales or other dispositions of property other than foreclosure
property held primarily for sale to customers in the ordinary course of
business), the income will be subject to a 100% tax;
. if we fail to satisfy either of the 75% or 95% gross income tests
(discussed below) but have nonetheless maintained our qualification as a
REIT because certain conditions have been met, we will be subject to a
100% tax on an amount equal to the greater of the amount by which we
fail the 75% or 95% test multiplied by a fraction calculated to reflect
our profitability;
. if we fail to distribute during each year at least the sum of (i) 85% of
our REIT ordinary income for the year, (ii) 95% of our REIT capital gain
net income for such year and (iii) any undistributed taxable income from
prior periods, we will be subject to a 4% excise tax on the excess of
the required distribution over the amounts actually distributed; and
. if we acquire any asset from a C corporation (i.e., a corporation
generally subject to corporate-level tax) in a carryover-basis
transaction and we subsequently recognize gain on the disposition of the
asset during the ten year period beginning on the date on which we
acquired the asset, then a portion of the gains may be subject to tax at
the highest regular corporate rate, pursuant to guidelines issued by the
Internal Revenue Service (the "Built-In-Gain Rules").
Requirements for Qualification as a REIT
We elected to be taxable as a REIT for our taxable year ended December 31,
1998. In order for us to qualify as a REIT, however, we had to meet and we must
continue to meet the requirements discussed below relating to our organization,
sources of income, nature of assets and distributions of income to our
shareholders.
Organizational Requirements
In order to qualify for taxation as a REIT under the Internal Revenue Code,
we must:
. be a domestic corporation;
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. elect to be taxed as a REIT and satisfy relevant filing and other
administrative requirements;
. be managed by one or more trustees or directors;
. have transferable shares;
. not be a financial institution or an insurance company;
. use a calendar year for federal income tax purposes;
. have at least 100 shareholders for at least 335 days of each taxable
year of 12 months; and
. not be closely held.
As a Maryland corporation, we satisfy the first requirement, and we have
filed an election to be taxed as a REIT with the IRS. In addition, we are
managed by a board of directors, we have transferable shares and we do not
intend to operate as a financial institution or insurance company. We utilize
the calendar year for federal income tax purposes, and we have more than 100
shareholders. We would be treated as closely held only if five or fewer
individuals or certain tax-exempt entities own, directly or indirectly, more
than 50% (by value) of our shares at any time during the last half of our
taxable year. For purposes of the closely-held test, the Internal Revenue Code
generally permits a look-through for pension funds and certain other tax-exempt
entities to the beneficiaries of the entity to determine if the REIT is closely
held. Five or fewer individuals or tax-exempt entities have never owned more
than 50% of our outstanding shares during the last half of any taxable year.
We are authorized to refuse to transfer our shares to any person if the
sale or transfer would jeopardize our ability to satisfy the REIT ownership
requirements. There can be no assurance that a refusal to transfer will be
effective. However, based on the foregoing, we should currently satisfy the
organizational requirements, including the share ownership requirements.
Notwithstanding compliance with the share ownership requirements outlined above,
tax-exempt shareholders may be required to treat all or a portion of their
distributions from us as "unrelated business taxable income" if tax-exempt
shareholders, in the aggregate, exceed certain ownership thresholds set forth in
the Internal Revenue Code. (See "Taxation of Tax-Exempt Shareholders.")
Ownership of Interests in Partnerships and Qualified REIT Subsidiaries
In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT is deemed to own its proportionate share,
based on its interest in partnership capital, of the assets of the partnership
and is deemed to have earned its allocable share of partnership income. Also,
if a REIT owns a qualified REIT subsidiary, which is defined as a corporation
wholly-owned by a REIT, the REIT will be deemed to own all of the subsidiary's
assets and liabilities and it will be deemed to be entitled to treat the income
of that subsidiary as its own. In addition, the character of the assets and
gross income of the partnership or qualified REIT subsidiary shall retain the
same character in the hands of the REIT for purposes of satisfying the gross
income tests and asset tests set forth in the Internal Revenue Code.
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Operational Requirements -- Gross Income Tests
To maintain our qualification as a REIT, we must satisfy annually two gross
income requirements.
. At least 75% of our gross income, excluding gross income from prohibited
transactions, for each taxable year must be derived directly or
indirectly from investments relating to real property or mortgages on
real property. Gross income includes "rents from real property" and, in
some circumstances, interest, but excludes gross income from
dispositions of property held primarily for sale to customers in the
ordinary course of a trade or business. Such dispositions are referred
to as "prohibited transactions." This is the 75% Income Test.
. At least 95% of our gross income, excluding gross income from prohibited
transactions, for each taxable year must be derived from the real
property investments described above and from distributions, interest
and gains from the sale or disposition of stock or securities or from
any combination of the foregoing. This is the 95% Income Test.
. The rents we receive or that we are deemed to receive qualify as "rents
from real property" for purposes of satisfying the gross income
requirements for a REIT only if the following conditions are met:
. the amount of rent received from a tenant generally must not be based
in whole or in part on the income or profits of any person, however,
an amount received or accrued generally will not be excluded from the
term "rents from real property" solely by reason of being based on a
fixed percentage or percentages of gross receipts or sales;
. rents received from a tenant will not qualify as "rents from real
property" if an owner of 10% or more of the REIT directly or
constructively owns 10% or more of the tenant (a "Related Party
Tenant") or a subtenant of the tenant (in which case only rent
attributable to the subtenant is disqualified);
. if rent attributable to personal property leased in connection with a
lease of real property is greater than 15% of the total rent received
under the lease, then the portion of rent attributable to the
personal property will not qualify as "rents from real property"; and
. the REIT must not operate or manage the property or furnish or render
services to tenants, other than through an "independent contractor"
who is adequately compensated and from whom the REIT does not derive
any income. However, a REIT may provide services with respect to its
properties, and the income derived therefrom will qualify as "rents
from real property," if the services are "usually or customarily
rendered" in connection with the rental of space only and are not
otherwise considered "rendered to the occupant." Even if the services
with respect to a property are impermissible tenant services, the
income derived therefrom will qualify as "rents from real property"
if such income does not exceed one percent of all amounts received or
accrued with respect to that property.
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If we acquire ownership of property by reason of the default of a borrower
on a loan or possession of property by reason of a tenant default, if the
property qualifies and we elect to treat it as foreclosure property, the income
from the property will qualify under the 75% Income Test and the 95% Income Test
notwithstanding its failure to satisfy these requirements for three years, or if
extended for good cause, up to a total of six years. In that event, we must
satisfy a number of complex rules, one of which is a requirement that we operate
the property through an independent contractor. We will be subject to tax on
that portion of our net income from foreclosure property that does not otherwise
qualify under the 75% Income Test.
Prior to the making of investments in properties, we may satisfy the 75%
Income Test and the 95% Income Test by investing in liquid assets such as
government securities or certificates of deposit, but earnings from those types
of assets are qualifying income under the 75% Income Test only for one year from
the receipt of proceeds. Accordingly, to the extent that offering proceeds have
not been invested in properties prior to the expiration of this one year period,
in order to satisfy the 75% Income Test, we may invest the offering proceeds in
less liquid investments such as mortgage-backed securities, maturing mortgage
loans purchased from mortgage lenders or shares in other REITs. We expect to
receive proceeds from the offering in a series of closings and to trace those
proceeds for purposes of determining the one year period for "new capital
investments." No rulings or regulations have been issued under the provisions of
the Internal Revenue Code governing "new capital investments," however, so that
there can be no assurance that the Internal Revenue Service will agree with this
method of calculation.
Except for amounts received with respect to certain investments of cash
reserves, we anticipate that substantially all of our gross income will be from
sources that will allow us to satisfy the income tests described above; however,
there can be no assurance given in this regard. Notwithstanding our failure to
satisfy one or both of the 75% Income and the 95% Income Tests for any taxable
year, we may still qualify as a REIT for that year if we are eligible for relief
under specific provisions of the Internal Revenue Code. These relief provisions
generally will be available if:
. our failure to meet these tests was due to reasonable cause and not due
to willful neglect;
. we attach a schedule of our income sources to our federal income tax
return; and
. any incorrect information on the schedule is not due to fraud with
intent to evade tax.
It is not possible, however, to state whether, in all circumstances, we would be
entitled to the benefit of these relief provisions. For example, if we fail to
satisfy the gross income tests because nonqualifying income that we
intentionally earn exceeds the limits on this income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause. As discussed above in "Taxation of the Company," even if these
relief provisions apply, a tax would be imposed with respect to the excess net
income.
Operational Requirements -- Asset Tests
At the close of each quarter of our taxable year, we also must satisfy
three tests relating to the nature and diversification of our assets.
. First, at least 75% of the value of our total assets must be represented
by real estate assets, cash, cash items and government securities. The
term "real estate assets" includes real property, mortgages on real
property, shares in other qualified REITs and a proportionate share of
any real estate assets owned by a partnership in which we are a partner
or of any qualified REIT subsidiary of ours.
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. Second, no more than 25% of our total assets may be represented by
securities other than those in the 75% asset class.
. Third, of the investments included in the 25% asset class, the value of
any one issuer's securities that we own may not exceed 5% of the value
of our total assets. Additionally, we may not own more than 10% of any
one issuer's outstanding voting securities.
The 5% test must generally be met for any quarter in which we acquire
securities. Further, if we meet the asset tests at the close of any quarter, we
will not lose our REIT status for a failure to satisfy the asset tests at the
end of a later quarter if such failure occurs solely because of changes in asset
values. If our failure to satisfy the asset tests results from an acquisition of
securities or other property during a quarter, we can cure the failure by
disposing of a sufficient amount of nonqualifying assets within 30 days after
the close of that quarter. We maintain, and will continue to maintain, adequate
records of the value of our assets to ensure compliance with the asset tests and
will take other action within 30 days after the close of any quarter as may be
required to cure any noncompliance.
Operational Requirements -- Annual Distribution Requirement
In order to be taxed as a REIT, we are required to make dividend
distributions, other than capital gain distributions, to our shareholders each
year in the amount of at least 95% of our REIT taxable income (computed without
regard to the dividends paid deduction and our capital gain and subject to
certain other potential adjustments) for all tax years prior to 2001 and at
least 90% of our REIT taxable income for all future years beginning with the
year 2001.
While we must generally pay dividends in the taxable year to which they
relate, we may also pay dividends in the following taxable year if (1) they are
declared before we timely file our federal income tax return for the taxable
year in question, and if (2) they are paid on or before the first regular
dividend payment date after the declaration.
Even if we satisfy the foregoing dividend distribution requirement and,
accordingly, continue to qualify as a REIT for tax purposes, we will still be
subject to tax on the excess of our net capital gain and our REIT taxable
income, as adjusted, over the amount of dividends distributed to shareholders.
In addition, if we fail to distribute during each calendar year at least
the sum of:
. 85% of our ordinary income for that year;
. 95% of our capital gain net income other than the capital gain net
income which we elect to retain and pay tax on for that year; and
. any undistributed taxable income from prior periods,
we will be subject to a 4% excise tax on the excess of the amount of such
required distributions over amounts actually distributed during such year.
We intend to make timely distributions sufficient to satisfy this
requirement; however, it is possible that we may experience timing differences
between (1) the actual receipt of income and payment of deductible expenses, and
(2) the inclusion of that income. It is also possible that we may be allocated
a share of net capital gain attributable to the sale of depreciated property
that exceeds our allocable share of cash attributable to that sale.
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In such circumstances, we may have less cash than is necessary to meet our
annual distribution requirement or to avoid income or excise taxation on certain
undistributed income. We may find it necessary in such circumstances to arrange
for financing or raise funds through the issuance of additional shares in order
to meet our distribution requirements, or we may pay taxable stock distributions
to meet the distribution requirement.
If we fail to satisfy the distribution requirement for any taxable year by
reason of a later adjustment to our taxable income made by the Internal Revenue
Service, we may be able to pay "deficiency dividends" in a later year and
include such distributions in our deductions for dividends paid for the earlier
year. In such event, we may be able to avoid being taxed on amounts distributed
as deficiency dividends, but we would be required in such circumstances to pay
interest to the Internal Revenue Service based upon the amount of any deduction
taken for deficiency dividends for the earlier year.
As noted above, we may also elect to retain, rather than distribute, our
net long-term capital gains. The effect of such an election would be as follows:
. we would be required to pay the tax on these gains;
. shareholders, while required to include their proportionate share of the
undistributed long-term capital gains in income, would receive a credit
or refund for their share of the tax paid by the REIT; and
. the basis of a shareholder's shares would be increased by the amount of
our undistributed long-term capital gains (minus the amount of capital
gains tax we pay) included in the shareholder's long-term capital gains.
In computing our REIT taxable income, we will use the accrual method of
accounting and depreciate depreciable property under the alternative
depreciation system. We are required to file an annual federal income tax
return, which, like other corporate returns, is subject to examination by the
Internal Revenue Service. Because the tax law requires us to make many
judgments regarding the proper treatment of a transaction or an item of income
or deduction, it is possible that the Internal Revenue Service will challenge
positions we take in computing our REIT taxable income and our distributions.
Issues could arise, for example, with respect to the allocation of the purchase
price of properties between depreciable or amortizable assets and nondepreciable
or non-amortizable assets such as land and the current deductibility of fees
paid to Wells Capital or its affiliates. Were the Internal Revenue Service to
challenge successfully our characterization of a transaction or determination of
our REIT taxable income, we could be found not to have satisfied a requirement
for qualification as a REIT and mitigation provisions might not apply. (See
"Sale-Leaseback Transactions.") If, as a result of a challenge, we are
determined not to have satisfied the distribution requirements for a taxable
year, we would be disqualified as a REIT, unless we were permitted to pay a
deficiency distribution to our shareholders and pay interest thereon to the
Internal Revenue Service, as provided by the Internal Revenue Code. A
deficiency distribution cannot be used to satisfy the distribution requirement,
however, if the failure to meet the requirement is not due to a later adjustment
to our income by the Internal Revenue Service.
Operational Requirements -- Recordkeeping
In order to continue to qualify as a REIT, we must maintain certain records
as set forth in applicable Treasury Regulations. Further, we must request, on
an annual basis, certain information designed to disclose the ownership of our
outstanding shares. We intend to comply with such requirements.
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Failure to Qualify as a REIT
If we fail to qualify as a REIT for any reason in a taxable year and
applicable relief provisions do not apply, we will be subject to tax (including
any applicable alternative minimum tax) on our taxable income at regular
corporate rates. We will not be able to deduct dividends paid to our
shareholders in any year in which we fail to qualify as a REIT. We also will be
disqualified for the four taxable years following the year during which
qualification was lost unless we are entitled to relief under specific statutory
provisions. (See "Risk Factors -- Federal Income Tax Risks")
Sale-Leaseback Transactions
Some of our investments may be in the form of sale-leaseback transactions.
In most instances, depending on the economic terms of the transaction, we will
be treated for federal income tax purposes as either the owner of the property
or the holder of a debt secured by the property. We do not expect to request an
opinion of counsel concerning the status of any leases of properties as true
leases for federal income tax purposes.
The Internal Revenue Service may take the position that a specific sale-
leaseback transaction which we treat as a true lease is not a true lease for
federal income tax purposes but is, instead, a financing arrangement or loan.
We may also structure some sale-leaseback transactions as loans. In this event,
for purposes of the asset tests and the 75% Income Test, each such loan likely
would be viewed as secured by real property to the extent of the fair market
value of the underlying property. It is expected that, for this purpose, the
fair market value of the underlying property would be determined without taking
into account our lease. If a sale-leaseback transaction were so
recharacterized, we might fail to satisfy the asset tests or the Income Tests
and, consequently, lose our REIT status effective with the year of
recharacterization. Alternatively, the amount of our REIT taxable income could
be recalculated which might also cause us to fail to meet the distribution
requirement for a taxable year.
Taxation of U.S. Shareholders
Definition
In this section, the phrase "U.S. shareholder" means a holder of shares
that for federal income tax purposes:
. is a citizen or resident of the United States;
. is a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any political subdivision
thereof;
. is an estate or trust, the income of which is subject to U.S. federal
income taxation regardless of its source; or
. a trust if a U.S. court is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust.
For any taxable year for which we qualify for taxation as a REIT, amounts
distributed to taxable U.S. shareholders will be taxed as described below.
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Distributions Generally
Distributions to U.S. shareholders, other than capital gain distributions
discussed below, will constitute dividends up to the amount of our current or
accumulated earnings and profits and will be taxable to the shareholders as
ordinary income. These distributions are not eligible for the dividends
received deduction generally available to corporations. To the extent that we
make a distribution in excess of our current or accumulated earnings and
profits, the distribution will be treated first as a tax-free return of capital,
reducing the tax basis in each U.S. shareholder's shares, and the amount of each
distribution in excess of a U.S. shareholder's tax basis in its shares will be
taxable as gain realized from the sale of its shares. Distributions that we
declare in October, November or December of any year payable to a shareholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the shareholder on December 31 of the year, provided that
we actually pay the distribution during January of the following calendar year.
U.S. shareholders may not include any of our losses on their own federal income
tax returns.
We will be treated as having sufficient earnings and profits to treat as a
dividend any distribution by us up to the amount required to be distributed in
order to avoid imposition of the 4% excise tax discussed above. Moreover, any
"deficiency distribution" will be treated as an ordinary or capital gain
distribution, as the case may be, regardless of our earnings and profits. As a
result, shareholders may be required to treat some distributions that would
otherwise result in a tax-free return of capital as taxable.
Capital Gain Distributions
Distributions to U.S. shareholders that we properly designate as capital
gain distributions will be treated as long-term capital gains, to the extent
they do not exceed our actual net capital gain, for the taxable year without
regard to the period for which the U.S. shareholder has held his stock.
Passive Activity Loss and Investment Interest Limitations
Our distributions and any gain you realize from a disposition of shares
will not be treated as passive activity income, and shareholders may not be able
to utilize any of their "passive losses" to offset this income in their personal
tax returns. Our distributions (to the extent they do not constitute a return
of capital) will generally be treated as investment income for purposes of the
limitations on the deduction of investment interest. Net capital gain from a
disposition of shares and capital gain distributions generally will be included
in investment income for purposes of the investment interest deduction
limitations only if, and to the extent, you so elect, in which case any such
capital gains will be taxed as ordinary income.
Certain Dispositions of the Shares
In general, any gain or loss realized upon a taxable disposition of shares
by a U.S. shareholder who is not a dealer in securities will be treated as long-
term capital gain or loss if the shares have been held for more than 12 months
and as short-term capital gain or loss if the shares have been held for 12
months or less. If, however, a U.S. shareholder has received any capital gains
distributions with respect to his shares, any loss realized upon a taxable
disposition of shares held for six months or less, to the extent of the capital
gains distributions received with respect to his shares, will be treated as
long-term capital loss. Also, the Internal Revenue Service is authorized to
issue Treasury Regulations that would subject a portion of the capital gain a
U.S. shareholder recognizes from selling his shares or from a capital gain
distribution to a tax at a 25% rate, to the extent the capital gain is
attributable to depreciation previously deducted.
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Information Reporting Requirements and Backup Withholding for U.S.
Shareholders
Under some circumstances, U.S. shareholders may be subject to backup
withholding at a rate of 31% on payments made with respect to, or cash proceeds
of a sale or exchange of, our shares. Backup withholding will apply only if the
shareholder:
. fails to furnish his or her taxpayer identification number (which, for
an individual, would be his or her Social Security Number);
. furnishes an incorrect tax identification number;
. is notified by the Internal Revenue Service that he or she has failed
properly to report payments of interest and distributions or is
otherwise subject to backup withholding; or
. under some circumstances, fails to certify, under penalties of
perjury, that he or she has furnished a correct tax identification
number and that (a) he or she has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding for
failure to report interest and distribution payments or (b) he or she
has been notified by the Internal Revenue Service that he or she is no
longer subject to backup withholding.
Backup withholding will not apply with respect to payments made to some
shareholders, such as corporations and tax-exempt organizations. Backup
withholding is not an additional tax. Rather, the amount of any backup
withholding with respect to a payment to a U.S. shareholder will be allowed as a
credit against the U.S. shareholder's U.S. federal income tax liability and may
entitle the U.S. shareholder to a refund, provided that the required information
is furnished to the Internal Revenue Service. U.S. shareholders should consult
their own tax advisors regarding their qualifications for exemption from backup
withholding and the procedure for obtaining an exemption.
Treatment of Tax-Exempt Shareholders
Tax-exempt entities such as employee pension benefit trusts, individual
retirement accounts, charitable remainder trusts, etc. generally are exempt from
federal income taxation. Such entities are subject to taxation, however, on any
"unrelated business taxable income," as defined in the Internal Revenue Code.
The payment of dividends to a tax-exempt employee pension benefit trust or other
domestic tax-exempt shareholder generally will not constitute unrelated business
taxable income to such shareholder unless such shareholder has borrowed to
acquire or carry its shares.
In the event that we were deemed to be "predominately held" by qualified
employee pension benefit trusts that each hold more than 10% (by value) of our
shares, such trusts would be required to treat a certain percentage of the
dividend distributions paid to them as unrelated business taxable income. We
would be deemed to be "predominately held" by such trusts if only either (1) one
employee pension benefit trust owns more than 25% in value of our shares, or
(ii) any group of such trusts, each owning more than 10% in value of our shares,
holds in the aggregate more than 50% in value of our shares. If either of these
ownership thresholds were to ever be exceeded, any qualified employee pension
benefit trust holding more than 10% in value of our shares would be subject to
tax on that portion of our dividend distributions made to it which is equal to
the percentage of our income which would be "unrelated business taxable income"
if we were a qualified trust, rather than a REIT. We will attempt to monitor
the concentration of ownership of employee pension benefit trusts in our shares,
and we do not expect our shares to be deemed to be "predominately held" by
qualified employee pension benefit trusts, as defined in the Internal Revenue
Code, to the extent required to trigger the treatment of our income as unrelated
business taxable income to such trusts.
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For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of
the Internal Revenue Code, respectively, income from an investment in our shares
will constitute unrelated business taxable income unless the shareholder in
question is able to deduct amounts "set aside" or placed in reserve for certain
purposes so as to offset the unrelated business taxable income generated. Any
such organization which is a prospective shareholder should consult its own tax
advisor concerning these "set aside" and reserve requirements.
Special Tax Considerations for Non-U.S. Shareholders
The rules governing U.S. income taxation of non-resident alien individuals,
foreign corporations, foreign partnerships and foreign trusts and estates
(collectively, "Non-U.S. shareholders") are complex. The following discussion is
intended only as a summary of these rules. Non-U.S. investors should consult
with their own tax advisors to determine the impact of federal, state and local
income tax laws on an investment in our shares, including any reporting
requirements.
Income Effectively Connected With a U.S. Trade or Business
In general, Non-U.S. shareholders will be subject to regular U.S. federal
income taxation with respect to their investment in our shares if the income
derived therefrom is "effectively connected" with the Non-U.S. shareholder's
conduct of a trade or business in the United States. A corporate Non-U.S.
shareholder that receives income that is (or is treated as) effectively
connected with a U.S. trade or business also may be subject to a branch profits
tax under Section 884 of the Internal Revenue Code, which is payable in addition
to the regular U.S. federal corporate income tax.
The following discussion will apply to Non-U.S. shareholders whose income
derived from ownership of our shares is deemed to be not effectively connected
with a U.S. trade or business.
Distributions Not Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest
A distribution to a Non-U.S. shareholder that is not attributable to gain
realized by us from the sale or exchange of a United States real property
interest and that we do not designate as a capital gain distribution will be
treated as an ordinary income distribution to the extent that it is made out of
current or accumulated earnings and profits. Generally, any ordinary income
distribution will be subject to a U.S. federal income tax equal to 30% of the
gross amount of the distribution unless this tax is reduced by the provisions of
an applicable tax treaty. Any such distribution in excess of our earnings and
profits will be treated first as a return of capital that will reduce each Non-
U.S. shareholder's basis in its shares (but not below zero) and then as gain
from the disposition of those shares, the tax treatment of which is described
under the rules discussed below with respect to dispositions of shares.
Distributions Attributable to Gain From the Sale or Exchange of a United
States Real Property Interest
Distributions to a Non-U.S. shareholder that are attributable to gain from
the sale or exchange of a United States real property interest will be taxed to
a Non-U.S. shareholder under Internal Revenue Code provisions enacted by the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). Under FIRPTA,
such distributions are taxed to a Non-U.S. shareholder as if the distributions
were gains "effectively connected" with a U.S. trade or business. Accordingly,
a Non-U.S. shareholder will be taxed at the normal capital gain rates applicable
to a U.S. shareholder (subject to any applicable alternative minimum tax and a
special alternative minimum tax in the case of non-resident alien individuals).
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Distributions subject to FIRPTA also may be subject to a 30% branch profits tax
when made to a corporate Non-U.S. shareholder that is not entitled to a treaty
exemption.
Withholding Obligations With Respect to Distributions to Non-U.S.
Shareholders
Although tax treaties may reduce our withholding obligations, we generally
will be required to withhold from distributions to Non-U.S. shareholders, and
remit to the Internal Revenue Service:
. 35% of designated capital gain distributions or, if greater, 35% of
the amount of any distributions that could be designated as capital
gain distributions; and
. 30% of ordinary income distributions (i.e., distributions paid out of
---
our earnings and profits).
In addition, if we designate prior distributions as capital gain distributions,
subsequent distributions, up to the amount of the prior distributions, will be
treated as capital gain distributions for purposes of withholding. A
distribution in excess of our earnings and profits will be subject to 30%
withholding if at the time of the distribution it cannot be determined whether
the distribution will be in an amount in excess of our current or accumulated
earnings and profits. If the amount of tax we withhold with respect to a
distribution to a Non-U.S. shareholder exceeds the shareholder's U.S. tax
liability with respect to that distribution, the Non-U.S. shareholder may file a
claim with the Internal Revenue Service for a refund of the excess.
Sale of Our Shares by a Non-U.S. Shareholder
A sale of our shares by a Non-U.S. shareholder will generally not be
subject to U.S. federal income taxation unless our shares constitute a "United
States real property interest" within the meaning of FIRPTA. Our shares will
not constitute a United States real property interest if we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT that at all times
during a specified testing period has less than 50% in value of its shares held
directly or indirectly by Non-U.S. shareholders. We currently anticipate that
we will be a domestically controlled REIT. Therefore, sales of our shares should
not be subject to taxation under FIRPTA. However, we cannot assure you that we
will continue to be a domestically controlled REIT. If we were not a
domestically controlled REIT, whether a Non-U.S. shareholder's sale of our
shares would be subject to tax under FIRPTA as a sale of a United States real
property interest would depend on whether our shares were "regularly traded" on
an established securities market and on the size of the selling shareholder's
interest in us. Our shares currently are not "regularly traded" on an
established securities market.
If the gain on the sale of shares were subject to taxation under FIRPTA, a
Non-U.S. shareholder would be subject to the same treatment as a U.S.
shareholder with respect to the gain, subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals. In addition, distributions that are treated as gain from the
disposition of shares and are subject to tax under FIRPTA also may be subject to
a 30% branch profits tax when made to a corporate Non-U.S. shareholder that is
not entitled to a treaty exemption. Under FIRPTA, the purchaser of our shares
may be required to withhold 10% of the purchase price and remit this amount to
the Internal Revenue Service.
Even if not subject to FIRPTA, capital gains will be taxable to a Non-U.S.
shareholder if the Non-U.S. shareholder is a non-resident alien individual who
is present in the United States for 183 days or more during the taxable year and
some other conditions apply, in which case the non-resident alien individual
will be subject to a 30% tax on his or her U.S. source capital gains.
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Recently promulgated Treasury Regulations may alter the procedures for
claiming the benefits of an income tax treaty. Our Non-U.S. shareholders should
consult their tax advisors concerning the effect, if any, of these Treasury
Regulations on an investment in our shares.
Information Reporting Requirements and Backup Withholding for Non-U.S.
Shareholders
Additional issues may arise for information reporting and backup
withholding for Non-U.S. shareholders. Non-U.S. shareholders should consult
their tax advisors with regard to U.S. information reporting and backup
withholding requirements under the Internal Revenue Code.
Statement of Stock Ownership
We are required to demand annual written statements from the record holders
of designated percentages of our shares disclosing the actual owners of the
shares. Any record shareholder who, upon our request, does not provide us with
required information concerning actual ownership of the shares is required to
include specified information relating to his shares in his federal income tax
return. We also must maintain, within the Internal Revenue District in which we
are required to file our federal income tax return, permanent records showing
the information we have received about the actual ownership of shares and a list
of those persons failing or refusing to comply with our demand.
State and Local Taxation
We and any operating subsidiaries of ours may be subject to state and local
tax in states and localities in which we or they do business or own property.
The tax treatment of the Wells REIT, our operating partnership, our operating
subsidiaries and the holders of our shares in local jurisdictions may differ
from the federal income tax treatment described above.
Tax Aspects of the Operating Partnership
The following discussion summarizes certain federal income tax
considerations applicable to our investment in Wells OP, our operating
partnership. The discussion does not cover state or local tax laws or any
federal tax laws other than income tax laws.
Classification as a Partnership
We will be entitled to include in our income a distributive share of Wells
OP's income and to deduct our distributive share of Wells OP's losses only if
Wells OP is classified for federal income tax purposes as a partnership, rather
than as an association taxable as a corporation. Under applicable Treasury
Regulations (the "Check-the-Box-Regulations"), an unincorporated entity with at
least two members may elect to be classified either as an association taxable as
a corporation or as a partnership. If such an entity fails to make an election,
it generally will be treated as a partnership for federal income tax purposes.
Wells OP intends to be classified as a partnership for federal income tax
purposes and will not elect to be treated as an association taxable as a
corporation under the Check-the-Box-Regulations.
Even though Wells OP will elect to be treated as a partnership for federal
income tax purposes, it may be taxed as a corporation if it is deemed to be a
"publicly traded partnership." A publicly traded partnership is a partnership
whose interests are traded on an established securities market or are readily
tradable on a secondary market (or the substantial equivalent thereof);
provided, that even if the foregoing requirements are met, a publicly traded
partnership will not be treated as a corporation for federal income tax purposes
if at least 90% of such partnership's gross income for a taxable year consists
of "qualifying income" under Section 7704(d) of the Internal Revenue Code.
Qualifying income generally includes any
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income that is qualifying income for purposes of the 95% gross income test
applicable to REITs (90% Passive-Type Income Exception). (See "Requirements for
Qualification as a REIT -- Operational Requirements - Gross Income Tests").
Under applicable Treasury Regulations (PTP Regulations), limited safe
harbors from the definition of a publicly traded partnership are provided.
Pursuant to one of those safe harbors (Private Placement Exclusion), interests
in a partnership will not be treated as readily tradable on a secondary market
or the substantial equivalent thereof if (i) all interests in the partnership
were issued in a transaction (or transactions) that was not required to be
registered under the Securities Act of 1933, as amended, and (ii) the
partnership does not have more than 100 partners at any time during the
partnership's taxable year. In determining the number of partners in a
partnership, a person owning an interest in a flow-through entity (such as a
partnership, grantor trust or S corporation) that owns an interest in the
partnership is treated as a partner in such partnership only if (a)
substantially all of the value of the owner's interest in the flow-through is
attributable to the flow-through entity's interest (direct or indirect) in the
partnership and (b) a principal purpose of the use of the flow-through entity is
to permit the partnership to satisfy the 100 partner limitation. Wells OP
qualifies for the Private Placement Exclusion. Even if Wells OP is considered a
publicly traded partnership under the PTP Regulations because it is deemed to
have more than 100 partners, however, Wells OP should not be treated as a
corporation because it should be eligible for the 90% Passive-Type Income
Exception described above.
We have not requested, and do not intend to request, a ruling from the
Internal Revenue Service that Wells OP will be classified as a partnership for
federal income tax purposes. Holland & Knight LLP is of the opinion, however,
that based on certain factual assumptions and representations, Wells OP will
more likely than not be treated for federal income tax purposes as a partnership
and not as an association taxable as a corporation, or as a publicly traded
partnership. Unlike a tax ruling, however, an opinion of counsel is not binding
upon the Internal Revenue Service, and no assurance can be given that the
Internal Revenue Service will not challenge the status of Wells OP as a
partnership for federal income tax purposes. If such challenge were sustained
by a court, Wells OP would be treated as a corporation for federal income tax
purposes, as described below. In addition, the opinion of Holland & Knight LLP
is based on existing law, which is to a great extent the result of
administrative and judicial interpretation. No assurance can be given that
administrative or judicial changes would not modify the conclusions expressed in
the opinion.
If for any reason Wells OP were taxable as a corporation, rather than a
partnership, for federal income tax purposes, we would not be able to qualify as
a REIT. (See "Federal Income Tax Considerations -- Requirements for
Qualification as a REIT -- Operational Requirements - Gross Income Tests" and
"Requirements for Qualification as a REIT -- Operational Requirements - Asset
Tests.") In addition, any change in Wells OP's status for tax purposes might be
treated as a taxable event, in which case we might incur a tax liability without
any related cash distribution. Further, items of income and deduction of Wells
OP would not pass through to its partners, and its partners would be treated as
shareholders for tax purposes. Consequently, Wells OP would be required to pay
income tax at corporate tax rates on its net income, and distributions to its
partners would constitute dividends that would not be deductible in computing
Wells OP's taxable income.
Income Taxation of the Operating Partnership and its Partners
Partners, Not a Partnership, Subject to Tax. A partnership is not a
taxable entity for federal income tax purposes. As a partner in Wells OP, we
will be required to take into account our allocable share of Wells OP's income,
gains, losses, deductions, and credits for any taxable year of Wells OP ending
within or with our taxable year, without regard to whether we have received or
will receive any distribution from Wells OP.
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Partnership Allocations. Although a partnership agreement generally
determines the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes under Section 704(b) of the Internal
Revenue Code if they do not comply with the provisions of Section 704(b) of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder. If
an allocation is not recognized for federal income tax purposes, the item
subject to the allocation will be reallocated in accordance with the partner's
interests in the partnership, which will be determined by taking into account
all of the facts and circumstances relating to the economic arrangement of the
partners with respect to such item. Wells OP's allocations of taxable income
and loss are intended to comply with the requirements of Section 704(b) of the
Internal Revenue Code and the Treasury Regulations promulgated thereunder.
Tax Allocations With Respect to Contributed Properties. Pursuant to
Section 704(c) of the Internal Revenue Code, income, gain, loss, and deduction
attributable to appreciated or depreciated property that is contributed to a
partnership in exchange for an interest in the partnership must be allocated for
federal income tax purposes in a manner such that the contributor is charged
with, or benefits from, the unrealized gain or unrealized loss associated with
the property at the time of the contribution. The amount of such unrealized
gain or unrealized loss is generally equal to the difference between the fair
market value of the contributed property at the time of contribution and the
adjusted tax basis of such property at the time of contribution. Under
applicable Treasury Regulations, partnerships are required to use a "reasonable
method" for allocating items subject to Section 704(c) of the Internal Revenue
Code and several reasonable allocation methods are described therein.
Under the partnership agreement for Wells OP, depreciation or amortization
deductions of Wells OP generally will be allocated among the partners in
accordance with their respective interests in Wells OP, except to the extent
that Wells OP is required under Section 704(c) to use a method for allocating
depreciation deductions attributable to its properties that results in us
receiving a disproportionately large share of such deductions. It is possible
that we may (1) be allocated lower amounts of depreciation deductions for tax
purposes with respect to contributed properties than would be allocated to us if
each such property were to have a tax basis equal to its fair market value at
the time of contribution, and (2) be allocated taxable gain in the event of a
sale of such contributed properties in excess of the economic profit allocated
to us as a result of such sale. These allocations may cause us to recognize
taxable income in excess of cash proceeds received by us, which might adversely
affect our ability to comply with the REIT distribution requirements, although
we do not anticipate that this event will occur. The foregoing principles also
will affect the calculation of our earnings and profits for purposes of
determining which portion of our distributions is taxable as a dividend. The
allocations described in this paragraph may result in a higher portion of our
distributions being taxed as a dividend than would have occurred had we
purchased such properties for cash.
Basis in Operating Partnership Interest. The adjusted tax basis of our
partnership interest in Wells OP generally is equal to (1) the amount of cash
and the basis of any other property contributed to Wells OP by us, (2) increased
by (A) our allocable share of Wells OP's income and (B) our allocable share of
indebtedness of Wells OP, and (3) reduced, but not below zero, by (A) our
allocable share of Wells OP's loss and (B) the amount of cash distributed to us,
including constructive cash distributions resulting from a reduction in our
share of indebtedness of Wells OP.
If the allocation of our distributive share of Wells OP's loss would reduce
the adjusted tax basis of our partnership interest in Wells OP below zero, the
recognition of such loss will be deferred until such time as the recognition of
such loss would not reduce our adjusted tax basis below zero. If a distribution
from Wells OP or a reduction in our share of Wells OP's liabilities (which is
treated as a constructive distribution for tax purposes) would reduce our
adjusted tax basis below zero, any such distribution, including a constructive
distribution, would constitute taxable income to us. The gain realized by us
upon
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the receipt of any such distribution or constructive distribution would normally
be characterized as capital gain, and if our partnership interest in Wells OP
has been held for longer than the long-term capital gain holding period
(currently one year), the distribution would constitute long-term capital gain.
Depreciation Deductions Available to the Operating Partnership. Wells OP
will use a portion of contributions made by the Wells REIT from offering
proceeds to acquire interests in properties. To the extent that Wells OP
acquires properties for cash, Wells OP's initial basis in such properties for
federal income tax purposes generally will be equal to the purchase price paid
by Wells OP. Wells OP plans to depreciate each such depreciable property for
federal income tax purposes under the alternative depreciation system of
depreciation ("ADS"). Under ADS, Wells OP generally will depreciate such
buildings and improvements over a 40 year recovery period using a straight-line
method and a mid-month convention and will depreciate furnishings and equipment
over a 12 year recovery period. To the extent that Wells OP acquires properties
in exchange for units of Wells OP, Wells OP's initial basis in each such
property for federal income tax purposes should be the same as the transferor's
basis in that property on the date of acquisition by Wells OP. Although the law
is not entirely clear, Wells OP generally intends to depreciate such depreciable
property for federal income tax purposes over the same remaining useful lives
and under the same methods used by the transferors.
Sale of the Operating Partnership's Property
Generally, any gain realized by Wells OP on the sale of property held for
more than one year will be long-term capital gain, except for any portion of
such gain that is treated as depreciation or cost recovery recapture. Any gain
recognized by Wells OP upon the disposition of a property acquired by Wells OP
for cash will be allocated among the partners in accordance with their
respective percentage interests in Wells OP.
Our share of any gain realized by Wells OP on the sale of any property held
by Wells OP as inventory or other property held primarily for sale to customers
in the ordinary course of Wells OP's trade or business will be treated as income
from a prohibited transaction that is subject to a 100% penalty tax. Such
prohibited transaction income also may have an adverse effect upon our ability
to satisfy the income tests for maintaining our REIT status. (See "Federal
Income Tax Considerations -- Requirements for Qualification as a REIT -- Gross
Income Tests" above.) We, however, do not presently intend to acquire or hold
or allow Wells OP to acquire or hold any property that represents inventory or
other property held primarily for sale to customers in the ordinary course of
our or Wells OP's trade or business.
ERISA Considerations
The following is a summary of some non-tax considerations associated with
an investment in our shares by a qualified employee pension benefit plan or an
IRA. This summary is based on provisions of ERISA and the Internal Revenue
Code, as amended through the date of this prospectus, and relevant regulations
and opinions issued by the Department of Labor and the Internal Revenue Service.
We cannot assure you that adverse tax decisions or legislative, regulatory or
administrative changes which would significantly modify the statements expressed
herein will not occur. Any such changes may or may not apply to transactions
entered into prior to the date of their enactment.
Each fiduciary of an employee pension benefit plan subject to ERISA, such
as a profit sharing, section 401(k) or pension plan, or of any other retirement
plan or account subject to Section 4975 of the Internal Revenue Code, such as an
IRA (Benefit Plans), seeking to invest plan assets in our shares must, taking
into account the facts and circumstances of such Benefit Plan, consider, among
other matters:
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. whether the investment is consistent with the applicable provisions of
ERISA and the Internal Revenue Code;
. whether, under the facts and circumstances attendant to the Benefit
Plan in question, the fiduciary's responsibility to the plan has been
satisfied;
. whether the investment will produce unrelated business taxable income
to the Benefit Plan (see "Federal Income Tax Considerations --
Treatment of Tax-Exempt Shareholders"); and
. the need to value the assets of the Benefit Plan annually.
Under ERISA, a plan fiduciary's responsibilities include the following
duties:
. to act solely in the interest of plan participants and beneficiaries
and for the exclusive purpose of providing benefits to them, as well
as defraying reasonable expenses of plan administration;
. to invest plan assets prudently;
. to diversify the investments of the plan unless it is clearly prudent
not to do so;
. to ensure sufficient liquidity for the plan; and
. to consider whether an investment would constitute or give rise to a
prohibited transaction under ERISA or the Internal Revenue Code.
ERISA also requires that the assets of an employee benefit plan be held in trust
and that the trustee, or a duly authorized named fiduciary or investment
manager, have exclusive authority and discretion to manage and control the
assets of the plan.
Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit
specified transactions involving the assets of a Benefit Plan which are between
the plan and any "party in interest" or "disqualified person" with respect to
that Benefit Plan. These transactions are prohibited regardless of how
beneficial they may be for the Benefit Plan. Prohibited transactions include
the sale, exchange or leasing of property, the lending of money or the extension
of credit between a Benefit Plan and a party in interest or disqualified person,
and the transfer to, or use by, or for the benefit of, a party in interest, or
disqualified person, of any assets of a Benefit Plan. A fiduciary of a Benefit
Plan also is prohibited from engaging in self-dealing, acting for a person who
has an interest adverse to the plan or receiving any consideration for its own
account from a party dealing with the plan in a transaction involving plan
assets. Furthermore, Section 408 of the Internal Revenue Code states that
assets of an IRA trust may not be commingled with other property except in a
common trust fund or common investment fund.
Plan Asset Considerations
In order to determine whether an investment in our shares by Benefit Plans
creates or gives rise to the potential for either prohibited transactions or the
commingling of assets referred to above, a fiduciary must consider whether an
investment in our shares will cause our assets to be treated as assets of the
investing Benefit Plans. Neither ERISA nor the Internal Revenue Code define the
term "plan assets," however, U.S. Department of Labor Regulations provide
guidelines as to whether, and under what circumstances, the underlying assets of
an entity will be deemed to constitute assets of a Benefit Plan
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when the plan invests in that entity (the Plan Assets Regulation). Under the
Plan Assets Regulation, the assets of corporations, partnerships or other
entities in which a Benefit Plan makes an equity investment will generally be
deemed to be assets of the Benefit Plan unless the entity satisfies one of the
exceptions to this general rule. As discussed below, we have received an opinion
of counsel that, based on the Plan Assets Regulation, our underlying assets
should not be deemed to be "plan assets" of Benefit Plans investing in shares,
assuming the conditions set forth in the opinion are satisfied, based upon the
fact that at least one of the specific exemptions set forth in the Plan Assets
Regulation is satisfied, as determined below.
Specifically, the Plan Assets Regulation provides that the underlying
assets of REITs will not be treated as assets of a Benefit Plan investing
therein if the interest the Benefit Plan acquires is a "publicly-offered
security." A publicly-offered security must be:
. sold as part of a public offering registered under the Securities Act
of 1933 and be part of a class of securities registered under the
Securities Exchange Act of 1934, as amended, within a specified time
period;
. part of a class of securities that is owned by 100 or more persons who
are independent of the issuer and one another; and
. "freely transferable."
Our shares are being sold as part of an offering of securities to the
public pursuant to an effective registration statement under the Securities Act,
and are part of a class registered under the Securities Exchange Act. In
addition, we have over 100 independent shareholders. Thus, both the first and
second criterion of the publicly-offered security exception will be satisfied.
Whether a security is "freely transferable" depends upon the particular
facts and circumstances. Our shares are subject to certain restrictions on
transferability intended to ensure that we continue to qualify for federal
income tax treatment as a REIT. The regulation provides, however, that where
the minimum investment in a public offering of securities is $10,000 or less,
the presence of a restriction on transferability intended to prohibit transfers
which would result in a termination or reclassification of the entity for state
or federal tax purposes will not ordinarily affect a determination that such
securities are freely transferable. The minimum investment in our shares is
less than $10,000; thus, the restrictions imposed in order to maintain our
status as a REIT should not cause the shares to be deemed to be not freely
transferable.
In the event that our underlying assets were treated by the Department of
Labor as the assets of investing Benefit Plans, our management would be treated
as fiduciaries with respect to each Benefit Plan shareholder, and an investment
in our shares might constitute an ineffective delegation of fiduciary
responsibility to Wells Capital and expose the fiduciary of the Benefit Plan to
co-fiduciary liability under ERISA for any breach by Wells Capital of the
fiduciary duties mandated under ERISA. Further, if our assets are deemed to be
"plan assets," an investment by an IRA in our shares might be deemed to result
in an impermissible commingling of IRA assets with other property.
If our Managers were treated as fiduciaries with respect to Benefit Plan
shareholders, the prohibited transaction restrictions of ERISA and the Internal
Revenue Code would apply to any transaction involving our assets. These
restrictions could, for example, require that we avoid transactions with
entities that are affiliated with us or our affiliates or restructure our
activities in order to obtain an administrative exemption from the prohibited
transaction restrictions. Alternatively, we might have to
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provide Benefit Plan shareholders with the opportunity to sell their shares to
us or we might dissolve or terminate.
If a prohibited transaction were to occur, the Internal Revenue Code
imposes an excise tax equal to 15 percent of the amount involved and authorizes
the IRS to impose an additional 100% excise tax if the prohibited transaction is
not "corrected." These taxes would be imposed on any disqualified person who
participates in the prohibited transaction. In addition, Wells Capital and
possibly other fiduciaries of Benefit Plan shareholders subject to ERISA who
permitted the prohibited transaction to occur or who otherwise breached their
fiduciary responsibilities, or a non-fiduciary participating in a prohibited
transaction, could be required to restore to the Benefit Plan any profits they
realized as a result of the transaction or breach, and make good to the Benefit
Plan any losses incurred by the Benefit Plan as a result of the transaction or
breach. With respect to an IRA that invests in our shares, the occurrence of a
prohibited transaction involving the individual who established the IRA, or his
or her beneficiary, would cause the IRA to lose its tax-exempt status under
Section 408(e)(2) of the Internal Revenue Code.
We have obtained an opinion from Holland & Knight LLP that our shares more
likely than not constitute "publicly-offered securities" and, accordingly, it is
more likely than not that our underlying assets should not be considered plan
assets under the Plan Assets Regulation, assuming the offering takes place as
described in this prospectus. If our underlying assets are not deemed to be
"plan assets," the problems discussed in the immediately preceding three
paragraphs are not expected to arise.
Other Prohibited Transactions
Regardless of whether the shares qualify for the "publicly-offered
security" exception of the Plan Assets Regulation, a prohibited transaction
could occur if the Wells REIT, the advisor, any selected dealer or any of their
affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA) with
respect to any Benefit Plan purchasing the shares. Accordingly, unless an
administrative or statutory exemption applies, shares should not be purchased by
a Benefit Plan with respect to which any of the above persons is a fiduciary. A
person is a fiduciary with respect to a Benefit Plan under Section 3(21) of
ERISA if, among other things, the person has discretionary authority or control
with respect to plan assets or provides investment advice for a fee with respect
to plan assets. Under a regulation issued by the Department of Labor, a person
shall be deemed to be providing investment advice if that person renders advice
as to the advisability of investing in our shares and that person regularly
provides investment advice to the Benefit Plan pursuant to a mutual agreement or
understanding (written or otherwise) (1) that the advice will serve as the
primary basis for investment decisions, and (2) that the advice will be
individualized for the Benefit Plan based on its particular needs.
Annual Valuation
A fiduciary of an employee benefit plan subject to ERISA is required to
determine annually the fair market value of each asset of the plan as of the end
of the plan's fiscal year and to file a report reflecting that value with the
Department of Labor. When the fair market value of any particular asset is not
available, the fiduciary is required to make a good faith determination of that
asset's "fair market value" assuming an orderly liquidation at the time the
determination is made. In addition, a trustee or custodian of an IRA must
provide an IRA participant with a statement of the value of the IRA each year.
In discharging its obligation to value assets of a plan, a fiduciary subject to
ERISA must act consistently with the relevant provisions of the plan and the
general fiduciary standards of ERISA.
Unless and until our shares are listed on a national securities exchange or
are included for quotation on Nasdaq, it is not expected that a public market
for the shares will develop. To date, neither the Internal Revenue Service nor
the Department of Labor has promulgated regulations specifying how a
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plan fiduciary should determine the "fair market value" of the shares, namely
when the fair market value of the shares is not determined in the marketplace.
Therefore, to assist fiduciaries in fulfilling their valuation and annual
reporting responsibilities with respect to ownership of shares, we intend to
provide reports of our annual determinations of the current value of our net
assets per outstanding share to those fiduciaries (including IRA trustees and
custodians) who identify themselves to us and request the reports. Until
December 31, 2002, we intend to use the offering price of shares as the per
share net asset value. Beginning with the year 2003, the value of the properties
and our other assets will be based on a valuation. Such valuation will be
performed by a person independent of us and of Wells Capital.
We anticipate that we will provide annual reports of our determination of
value (1) to IRA trustees and custodians not later than January 15 of each year,
and (2) to other Benefit Plan fiduciaries within 75 days after the end of each
calendar year. Each determination may be based upon valuation information
available as of October 31 of the preceding year, up-dated, however, for any
material changes occurring between October 31 and December 31.
We intend to revise these valuation procedures to conform with any relevant
guidelines that the Internal Revenue Service or the Department of Labor may
hereafter issue. Meanwhile, we cannot assure you:
. that the value determined by us could or will actually be realized by
us or by shareholders upon liquidation (in part because appraisals or
estimated values do not necessarily indicate the price at which assets
could be sold and because no attempt will be made to estimate the
expenses of selling any of our assets);
. that shareholders could realize this value if they were to attempt to
sell their shares; or
. that the value, or the method used to establish value, would comply
with the ERISA or IRA requirements described above.
Description of Shares
The following description of the shares is not complete but is a summary of
portions of our articles of incorporation and is qualified in its entirety by
reference to the articles of incorporation.
Under our articles of incorporation, we have authority to issue a total of
500,000,000 shares of capital stock. Of the total shares authorized,
350,000,000 shares are designated as common stock with a par value of $0.01 per
share, 50,000,000 shares are designated as preferred stock with a par value of
$0.01 per share and 100,000,000 shares are designated as shares-in-trust, which
would be issued only in the event we have purchases in excess of the ownership
limits described below.
As of ________, 2000, approximately ____________ shares of our common stock
were issued and outstanding, and no shares of preferred stock or shares-in-trust
were issued and outstanding.
Common Stock
The holders of common stock are entitled to one vote per share on all
matters voted on by shareholders, including election of our directors. Our
articles of incorporation do not provide for cumulative voting in the election
of directors. Therefore, the holders of a majority of the outstanding common
shares can elect our entire board of directors. Subject to any preferential
rights of any outstanding series of preferred stock, the holders of common stock
are entitled to such dividends as may be declared from time to time by our board
of directors out of legally available funds and, upon
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liquidation, are entitled to receive all assets available for distribution to
shareholders. All shares issued in the offering will be fully paid and non-
assessable shares of common stock. Holders of shares of common stock will not
have preemptive rights, which means that you will not have an automatic option
to purchase any new shares that we issue.
We will not issue certificates for our shares. Shares will be held in
"uncertificated" form which will eliminate the physical handling and safekeeping
responsibilities inherent in owning transferable stock certificates and
eliminate the need to return a duly executed stock certificate to effect a
transfer. Wells Capital, our advisor, acts as our registrar and as the transfer
agent for our shares. Transfers can be effected simply by mailing to Wells
Capital a transfer and assignment form, which we will provide to you at no
charge.
Preferred Stock
Our articles of incorporation authorize our board of directors to designate
and issue one or more classes or series of preferred stock without stockholder
approval. The board of directors may determine the relative rights, preferences
and privileges of each class or series of preferred stock so issued, which may
be more beneficial than the rights, preferences and privileges attributable to
the common stock. The issuance of preferred stock could have the effect of
delaying or preventing a change in control of the Wells REIT. Our board of
directors has no present plans to issue preferred stock, but may do so at any
time in the future without shareholder approval.
Meetings and Special Voting Requirements
An annual meeting of the shareholders will be held each year, at least 30
days after delivery of our annual report. Special meetings of shareholders may
be called only upon the request of a majority of the directors, a majority of
the independent directors, the chairman, the president or upon the written
request of 10% of the shareholders. The presence of a majority of the
outstanding shares either in person or by proxy shall constitute a quorum.
Generally, the affirmative vote of a majority of all votes entitled to be voted
is necessary to take shareholder action authorized by our articles of
incorporation, except that a majority of the votes represented in person or by
proxy at a meeting at which a quorum is present is sufficient to elect a
director.
Under Maryland Corporation Law and our articles of incorporation,
shareholders are entitled to vote at a duly held meeting at which a quorum is
present on (1) amendment of our articles of incorporation, (2) liquidation or
dissolution of the Wells REIT, (3) reorganization of the Wells REIT, (4) merger,
consolidation or sale or other disposition of substantially all of our assets,
and (5) termination of our status as a REIT. Shareholders voting against any
merger or sale of assets are permitted under Maryland Corporation Law to
petition a court for the appraisal and payment of the fair value of their
shares. In an appraisal proceeding, the court appoints appraisers who attempt
to determine the fair value of the stock as of the date of the shareholder vote
on the merger or sale of assets. After considering the appraisers' report, the
court makes the final determination of the fair value to be paid to the
dissenting shareholder and decides whether to award interest from the date of
the merger or sale of assets and costs of the proceeding to the dissenting
shareholders.
Our advisor is selected and approved annually by our directors. While the
shareholders do not have the ability to vote to replace Wells Capital or to
select a new advisor, shareholders do have the ability, by the affirmative vote
of a majority of the shareholders entitled to vote on such matter, to elect to
remove a director from our board.
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Shareholders are entitled to receive a copy of our shareholder list upon
request. The list provided by us will include each shareholder's name, address
and telephone number, if available, and number of shares owned by each
shareholder and will be sent within ten days of the receipt by us of the
request. A shareholder requesting a list will be required to pay reasonable
costs of postage and duplication. We have the right to request that a
requesting shareholder represent to us that the list will not be used to pursue
commercial interests.
In addition to the foregoing, shareholders have rights under Rule 14a-7
under the Securities Exchange Act, which provides that, upon the request of
investors and the payment of the expenses of the distribution, we are required
to distribute specific materials to shareholders in the context of the
solicitation of proxies for voting on matters presented to shareholders or, at
our option, provide requesting shareholders with a copy of the list of
shareholders so that the requesting shareholders may make the distribution of
proxies themselves.
Restriction on Ownership of Shares
In order for us to qualify as a REIT, not more than 50% of our outstanding
shares may be owned by any five or fewer individuals, including some tax-exempt
entities. In addition, the outstanding shares must be owned by 100 or more
persons independent of us and each other during at least 335 days of a 12-month
taxable year or during a proportionate part of a shorter taxable year. We may
prohibit certain acquisitions and transfers of shares so as to ensure our
continued qualification as a REIT under the Internal Revenue Code. However, we
cannot assure you that this prohibition will be effective.
In order to assist us in preserving our status as a REIT, our articles of
incorporation contain a limitation on ownership which prohibits any person or
group of persons from acquiring, directly or indirectly, beneficial ownership of
more than 9.8% of our outstanding shares. Our Articles of Incorporation provide
that any transfer of shares that would violate our share ownership limitations
is null and void and the intended transferee will acquire no rights in such
shares, unless the transfer is approved by the board of directors based upon
receipt of information that such transfer would not violate the provisions of
the Internal Revenue Code for qualification as a REIT.
The shares in excess of the ownership limit which are attempted to be
transferred will be designated as "shares-in-trust" and will be transferred
automatically to a trust effective on the day before the reported transfer of
such shares. The record holder of the shares that are designated as shares-in-
trust will be required to submit such number of shares to the Wells REIT in the
name of the trustee of the trust. We will designate a trustee of the share
trust that will not be affiliated with us. We will also name one or more
charitable organizations as a beneficiary of the share trust. Shares-in-trust
will remain issued and outstanding shares and will be entitled to the same
rights and privileges as all other shares of the same class or series. The
trustee will receive all dividends and distributions on the shares-in-trust and
will hold such dividends or distributions in trust for the benefit of the
beneficiary. The trustee will vote all shares-in-trust during the period they
are held in trust.
At our direction, the trustee will transfer the shares-in-trust to a person
whose ownership will not violate the ownership limits. The transfer shall be
made within 20 days of our receipt of notice that shares have been transferred
to the trust. During this 20 day period, we will have the option of redeeming
such shares. Upon any such transfer or redemption, the purported transferee or
holder shall receive a per share price equal to the lesser of (a) the price per
share in the transaction that created such shares-in-trust, or (b) the market
price per share on the date of the transfer or redemption.
Any person who (1) acquires shares in violation of the foregoing
restriction or who owns shares that were transferred to any such trust is
required to give immediate written notice to the Wells REIT of
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such event or (2) transfers or receives shares subject to such limitations is
required to give the Wells REIT 15 days written notice prior to such
transaction. In both cases, such persons shall provide to the Wells REIT such
other information as we may request in order to determine the effect, if any, of
such transfer on our status as a REIT.
The foregoing restrictions will continue to apply until (1) the board of
directors determines it is no longer in the best interest of the Wells REIT to
continue to qualify as a REIT and (2) there is an affirmative vote of the
majority of shares entitled to vote on such matter at a regular or special
meeting of the shareholders of the Wells REIT.
The ownership limit does not apply to an offeror which, in accordance with
applicable federal and state securities laws, makes a cash tender offer, where
at least 85% of the outstanding shares are duly tendered and accepted pursuant
to the cash tender offer. The ownership limit also does not apply to the
underwriter in a public offering of shares. In addition, the ownership limit
does not apply to a person or persons which the directors so exempt from the
ownership limit upon appropriate assurances that our qualification as a REIT is
not jeopardized.
Any person who owns 5% or more of the outstanding shares during any taxable
year will be asked to deliver a statement or affidavit setting forth the number
of shares beneficially owned, directly or indirectly.
Dividends
Dividends will be paid on a quarterly basis regardless of the frequency
with which such distributions are declared. Dividends will be paid to investors
who are shareholders as of the record dates selected by the directors. We
currently calculate our quarterly dividends based upon daily record and dividend
declaration dates so our investors will be entitled to be paid dividends
immediately upon their purchase of shares. We then make quarterly dividend
payments following the end of each calendar quarter.
We are required to make distributions sufficient to satisfy the
requirements for qualification as a REIT for tax purposes. Generally, income
distributed as dividends will not be taxable to us under the Internal Revenue
Code if we distribute at least 95% of our taxable income. (See "Federal Income
Tax Considerations -- Requirements for Qualification as a REIT.")
Dividends will be declared at the discretion of the board of directors, in
accordance with our earnings, cash flow and general financial condition. The
board's discretion will be directed, in substantial part, by its obligation to
cause us to comply with the REIT requirements. Because we may receive income
from interest or rents at various times during our fiscal year, dividends may
not reflect our income earned in that particular distribution period but may be
made in anticipation of cash flow which we expect to receive during a later
quarter and may be made in advance of actual receipt of funds in an attempt to
make dividends relatively uniform. We may borrow money, issue new securities or
sell assets in order to make dividend distributions.
We are not prohibited from distributing our own securities in lieu of
making cash dividends to shareholders, provided that the securities distributed
to shareholders are readily marketable. Shareholders who receive marketable
securities in lieu of cash dividends may incur transaction expenses in
liquidating the securities.
Dividend Reinvestment Plan
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We currently have a dividend reinvestment plan available that allows you to
have your dividends otherwise distributable to you invested in additional shares
of the Wells REIT.
You may purchase shares under the dividend reinvestment plan for $10 per
share until all of the 100,000 shares registered as part of this offering have
been sold. After this time, we may purchase shares either through purchases on
the open market, if a market then exists, or through an additional issuance of
shares. In any case, the price per share will be equal to the then-prevailing
market price, which shall equal the price on the securities exchange or over-
the-counter market on which such shares are listed at the date of purchase if
such shares are then listed.
You may elect to participate in the dividend reinvestment plan by
completing the Subscription Agreement, the enrollment form or by other written
notice to the plan administrator. Participation in the plan will begin with the
next distribution made after receipt of your written notice. We may terminate
the dividend reinvestment plan for any reason at any time upon 10 days' prior
written notice to participants. Your participation in the plan will also be
terminated to the extent that a reinvestment of your distributions in our shares
would cause the percentage ownership limitation contained in our articles of
incorporation to be exceeded.
If you elect to participate in the dividend reinvestment plan and are
subject to federal income taxation, you will incur a tax liability for dividends
allocated to you even though you have elected not to receive the dividends in
cash but rather to have the dividends held pursuant to the dividend reinvestment
plan. Specifically, you will be treated as if you have received the dividend
from us in cash and then applied such dividend to the purchase of additional
shares. You will be taxed on the amount of such dividend as ordinary income to
the extent such dividend is from current or accumulated earnings and profits,
unless we have designated all or a portion of the dividend as a capital gain
dividend.
Share Redemption Program
Prior to the time that our shares are listed on a national securities
exchange, shareholders of the Wells REIT who have held their shares for at least
one year may receive the benefit of limited interim liquidity by presenting for
redemption all or any portion of their shares to us at any time in accordance
with the procedures outlined herein. At that time, we may, subject to the
conditions and limitations described below, redeem the shares presented for
redemption for cash to the extent that we have sufficient funds available to us
to fund such redemption.
If you have held your shares for the required one-year period, you may
redeem your shares for a purchase price equal to the lesser of (1) $10 per
share, or (2) the purchase price per share that you actually paid for your
shares of the Wells REIT. In the event that you are redeeming all of your
shares, shares purchased pursuant to our dividend reinvestment plan may be
excluded from the foregoing one-year holding period requirement, in the
discretion of the board of directors. In addition, the board of directors
reserves the right in its sole discretion at any time and from time to time to
(1) waive the one-year holding period in the event of the death or bankruptcy of
a shareholder or other exigent circumstances, (2) reject any request for
redemption, (3) change the purchase price for all redemptions, or (4) otherwise
amend the terms of our share redemption program.
Redemption of shares, when requested, will be made quarterly on a first-
come, first-served basis. Subject to funds being available, we will limit the
number of shares redeemed pursuant to our share redemption program as follows:
(1) during any calendar year, we will not redeem in excess of one percent (1%)
of the weighted average number of shares outstanding during the prior calendar
year; and (2) funding for the redemption of shares will come exclusively from
the proceeds we receive from the sale of shares under our dividend reinvestment
plan such that in no event shall the aggregate amount of
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redemptions under our share redemption program exceed aggregate proceeds
received from the sale of shares pursuant to our dividend reinvestment plan. The
board of directors, in its sole discretion, may choose to terminate the share
redemption program or to reduce the number of shares purchased under the share
redemption program if it determines the funds otherwise available to fund our
share redemption program are needed for other purposes. (See "Risk Factors -
General Investment Risks.")
We cannot guarantee that the funds set aside for the share redemption
program will be sufficient to accommodate all requests made in any year. If we
do not have such funds available, at the time when redemption is requested, you
can (1) withdraw your request for redemption, or (2) ask that we honor your
request at such time, if any, when sufficient funds become available. Such
pending requests will be honored on a first-come, first-served basis.
The share redemption program is only intended to provide interim liquidity
for shareholders until a secondary market develops for the shares. No such
market presently exists, and we cannot assure you that any market for your
shares will ever develop.
The shares we purchase under the share redemption program will be
cancelled, and will have the status of authorized, but unissued shares. We will
not reissue such shares unless they are first registered with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 and
under appropriate state securities laws or otherwise issued in compliance with
such laws.
If we terminate, reduce the scope of or otherwise change the share
redemption program, we will send a letter to you informing you of the changes
and disclose the changes in reports filed with the Commission.
Restrictions on Roll-Up Transactions
In connection with any proposed transaction considered a "Roll-up
Transaction" involving the Wells REIT and the issuance of securities of an
entity (a Roll-up Entity) that would be created or would survive after the
successful completion of the Roll-up Transaction, an appraisal of all properties
shall be obtained from a competent independent appraiser. The properties shall
be appraised on a consistent basis, and the appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
properties as of a date immediately prior to the announcement of the proposed
Roll-up Transaction. The appraisal shall assume an orderly liquidation of
properties over a 12-month period. The terms of the engagement of the
independent appraiser shall clearly state that the engagement is for our benefit
and the shareholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
shareholders in connection with any proposed Roll-up Transaction.
A "Roll-up Transaction" is a transaction involving the acquisition, merger,
conversion or consolidation, directly or indirectly, of the Wells REIT and the
issuance of securities of a Roll-up Entity. This term does not include:
. a transaction involving our securities that have been for at least 12
months listed on a national securities exchange or included for
quotation on Nasdaq; or
. a transaction involving the conversion to corporate, trust, or
association form of only the Wells REIT if, as a consequence of the
transaction, there will be no significant adverse change in any of the
following: shareholder voting rights; the term of our existence;
compensation to Wells Capital; or our investment objectives.
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In connection with a proposed Roll-up Transaction, the person sponsoring
the Roll-up Transaction must offer to shareholders who vote "no" on the proposal
the choice of:
(1) accepting the securities of a Roll-up Entity offered in the proposed
Roll-up Transaction; or
(2) one of the following:
(A) remaining as shareholders of the Wells REIT and preserving their
interests therein on the same terms and conditions as existed
previously, or
(B) receiving cash in an amount equal to the shareholder's pro rata
share of the appraised value of our net assets.
We are prohibited from participating in any proposed Roll-up Transaction:
. which would result in the shareholders having democracy rights in a
Roll-up Entity that are less than those provided in our bylaws and
described elsewhere in this prospectus, including rights with respect
to the election and removal of directors, annual reports, annual and
special meetings, amendment of our articles of incorporation, and
dissolution of the Wells REIT;
. which includes provisions that would operate to materially impede or
frustrate the accumulation of shares by any purchaser of the
securities of the Roll-up Entity, except to the minimum extent
necessary to preserve the tax status of the Roll-up Entity, or which
would limit the ability of an investor to exercise the voting rights
of its securities of the Roll-up Entity on the basis of the number of
shares held by that investor;
. in which investor's rights to access of records of the Roll-up Entity
will be less than those provided in the section of this prospectus
entitled "Description of Shares -- Meetings and Special Voting
Requirements;" or
. in which any of the costs of the Roll-up Transaction would be borne by
us if the Roll-up Transaction is not approved by the shareholders.
Business Combinations
Under Maryland Corporation Law, business combinations between a Maryland
corporation and an interested shareholder or the interested shareholder's
affiliate are prohibited for five years after the most recent date on which the
shareholder becomes an interested shareholder. For this purpose, the term
"business combinations" includes mergers, consolidations, share exchanges, asset
transfers and issuances or reclassifications of equity securities. An
"interested shareholder" is defined for this purpose as:
(1) any person who beneficially owns ten percent or more of the voting
power of the corporation's shares; or
(2) an affiliate or associate of the corporation who, at any time within
the two-year period prior to the date in question, was the beneficial owner of
ten percent or more of the voting power of the then outstanding voting shares of
the corporation.
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After the five-year prohibition, any business combination between the
corporation and an interested shareholder generally must be recommended by the
board of directors of the corporation and approved by the affirmative vote of at
least:
(1) 80% of the votes entitled to be cast by holders of outstanding voting
shares of the corporation; and
(2) two-thirds of the votes entitled to be cast by holders of voting shares
of the corporation other than shares held by the interested shareholder or its
affiliate with whom the business combination is to be effected, or held by an
affiliate or associate of the interested shareholder voting together as a single
voting group.
These super-majority vote requirements do not apply if the corporation's
common shareholders receive a minimum price, as defined under Maryland
Corporation Law, for their shares in the form of cash or other consideration in
the same form as previously paid by the interested shareholder for its shares.
None of these provisions of the Maryland Corporation Law will apply, however, to
business combinations that are approved or exempted by the board of directors of
the corporation prior to the time that the interested shareholder becomes an
interested shareholder.
The business combination statute may discourage others from trying to
acquire control of us and increase the difficulty of consummating any offer.
Control Share Acquisitions
Maryland Corporation Law provides that control shares of a Maryland
corporation acquired in a control share acquisition have no voting rights except
to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter. Shares owned by the acquiror, or by officers or directors who
are employees of the corporation are not entitled to vote on the matter. As
permitted by Maryland Corporation Law, we have provided in our bylaws that the
control share provisions of Maryland Corporation Law will not apply to
transactions involving the Wells REIT, but the board of directors retains the
discretion to change this provision in the future.
"Control shares" are voting shares which, if aggregated with all other
shares owned by the acquiror or with respect to which the acquiror has the right
to vote or to direct the voting of, other than solely by virtue of revocable
proxy, would entitle the acquiror to exercise voting power in electing directors
within one of the following ranges of voting powers:
. one-fifth or more but less than one-third;
. one-third or more but less than a majority; or
. a majority or more of all voting power.
Control shares do not include shares the acquiring person is then entitled
to vote as a result of having previously obtained shareholder approval.
Except as otherwise specified in the statute, a "control share acquisition"
means the acquisition of control shares.
Once a person who has made or proposes to make a control share acquisition
has undertaken to pay expenses and has satisfied other required conditions, the
person may compel the board of directors to
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call a special meeting of shareholders to be held within 50 days of demand to
consider the voting rights of the shares. If no request for a meeting is made,
the corporation may itself present the question at any shareholders meeting.
If voting rights are not approved for the control shares at the meeting or
if the acquiring person does not deliver an "acquiring person statement" for the
control shares as required by the statute, the corporation may redeem any or all
of the control shares for their fair value, except for control shares for which
voting rights have previously been approved. Fair value is to be determined for
this purpose without regard to the absence of voting rights for the control
shares, and is to be determined as of the date of the last control share
acquisition or of any meeting of shareholders at which the voting rights for
control shares are considered and not approved.
If voting rights for control shares are approved at a shareholders meeting
and the acquiror becomes entitled to vote a majority of the shares entitled to
vote, all other shareholders may exercise appraisal rights. The fair value of
the shares as determined for purposes of these appraisal rights may not be less
than the highest price per share paid in the control share acquisition. Some of
the limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.
The control share acquisition statute does not apply to shares acquired in
a merger, consolidation or share exchange if the corporation is a party to the
transaction or to acquisitions approved or exempted by the articles of
incorporation or bylaws of the corporation.
The Operating Partnership Agreement
General
Wells Operating Partnership, L.P. (Wells OP) was formed in January 1998 to
acquire, own and operate properties on our behalf. It is considered to be an
Umbrella Partnership Real Estate Investment Trust (UPREIT), which structure is
utilized generally to provide for the acquisition of real property from owners
who desire to defer taxable gain otherwise to be recognized by them upon the
disposition of their property. Such owners may also desire to achieve diversity
in their investment and other benefits afforded to owners of stock in a REIT.
For purposes of satisfying the asset and income tests for qualification as a
REIT for tax purposes, the REIT's proportionate share of the assets and income
of an UPREIT, such as Wells OP, will be deemed to be assets and income of the
REIT.
The property owner's goals are accomplished because a property owner may
contribute property to an UPREIT in exchange for limited partnership units on a
tax-free basis. Further, Wells OP is structured to make distributions with
respect to limited partnership units which are equivalent to the dividend
distributions made to shareholders of the Wells REIT. Finally, a limited
partner in Wells OP may later exchange his limited partnership units in Wells OP
for shares in the Wells REIT (in a taxable transaction) and, if our shares are
then listed, achieve liquidity for his investment.
Substantially all of our assets are held by Wells OP, and we intend to make
future acquisitions of real properties using the UPREIT structure. The Wells
REIT is the sole general partner of Wells OP and, as of _________, 2000, owned
an approximately __% equity percentage interest in Wells OP. Wells Capital, our
advisor, has contributed $200,000 to Wells OP and is currently the only limited
partner owning the other approximately __% equity percentage interest in Wells
OP. As the sole general partner of Wells OP, we have the exclusive power to
manage and conduct the business of Wells OP.
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The following is a summary of certain provisions of the partnership
agreement of Wells OP. This summary is not complete and is qualified by the
specific language in the partnership agreement. You should refer to the
partnership agreement, itself, which we have filed as an exhibit to the
registration statement, for more detail.
Capital Contributions
As we accept subscriptions for shares, we will transfer substantially all
of the net proceeds of the offering to Wells OP as a capital contribution;
however, we will be deemed to have made capital contributions in the amount of
the gross offering proceeds received from investors. Wells OP will be deemed to
have simultaneously paid the selling commissions and other costs associated with
the offering. If Wells OP requires additional funds at any time in excess of
capital contributions made by us and Wells Capital or from borrowing, we may
borrow funds from a financial institution or other lender and lend such funds to
Wells OP on the same terms and conditions as are applicable to our borrowing of
such funds. In addition, we are authorized to cause Wells OP to issue
partnership interests for less than fair market value if we conclude in good
faith that such issuance is in the best interest of Wells OP and the Wells REIT.
Operations
The partnership agreement requires that Wells OP be operated in a manner
that will enable the Wells REIT to (1) satisfy the requirements for being
classified as a REIT for tax purposes, (2) avoid any federal income or excise
tax liability, and (3) ensure that Wells OP will not be classified as a
"publicly traded partnership" for purposes of Section 7704 of the Internal
Revenue Code, which classification could result in Wells OP being taxed as a
corporation, rather than as a partnership. (See "Federal Income Tax
Considerations - Tax Aspects of the Operating Partnership - Classification as a
Partnership.")
The partnership agreement provides that Wells OP will distribute cash flow
from operations to the limited partners of Wells OP in accordance with their
relative percentage interests on at least a quarterly basis in amounts
determined by the Wells REIT as general partner such that a holder of one unit
of limited partnership interest in Wells OP will receive the same amount of
annual cash flow distributions from Wells OP as the amount of annual dividends
paid to the holder of one of our shares. Remaining cash from operations will be
distributed to the Wells REIT as the general partner to enable us to make
dividend distributions to our shareholders.
Similarly, the partnership agreement of Wells OP provides that taxable
income is allocated to the limited partners of Wells OP in accordance with their
relative percentage interests such that a holder of one unit of limited
partnership interest in Wells OP will be allocated taxable income for each
taxable year in an amount equal to the amount of taxable income to be recognized
by a holder of one of our shares, subject to compliance with the provisions of
Sections 704(b) and 704(c) of the Internal Revenue Code and corresponding
Treasury Regulations. Losses, if any, will generally be allocated among the
partners in accordance with their respective percentage interests in Wells OP.
Upon the liquidation of Wells OP, after payment of debts and obligations,
any remaining assets of Wells OP will be distributed to partners with positive
capital accounts in accordance with their respective positive capital account
balances. If the Wells REIT were to have a negative balance in its capital
account following a liquidation, it would be obligated to contribute cash to
Wells OP equal to such negative balance for distribution to other partners, if
any, having positive balances in their capital accounts.
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In addition to the administrative and operating costs and expenses incurred
by Wells OP in acquiring and operating real properties, Wells OP will pay all
administrative costs and expenses of the Wells REIT and such expenses will be
treated as expenses of Wells OP. Such expenses will include:
. all expenses relating to the formation and continuity of existence of the
Wells REIT;
. all expenses relating to the public offering and registration of securities
by the Wells REIT;
. all expenses associated with the preparation and filing of any periodic
reports by the Wells REIT under federal, state or local laws or
regulations;
. all expenses associated with compliance by the Wells REIT with applicable
laws, rules and regulations; and
. all other operating or administrative costs of the Wells REIT incurred in
the ordinary course of its business on behalf of Wells OP.
Exchange Rights
The limited partners of Wells OP, including Wells Capital, have the right
to cause Wells OP to redeem their limited partnership units for cash equal to
the value of an equivalent number of our shares, or, at our option, we may
purchase their limited partnership units by issuing one share of the Wells REIT
for each limited partnership unit redeemed. These exchange rights may not be
exercised, however, if and to the extent that the delivery of shares upon such
exercise would (1) result in any person owning shares in excess of our ownership
limits, (2) result in shares being owned by fewer than 100 persons, (3) result
in the Wells REIT being "closely held" within the meaning of Section 856(h) of
the Internal Revenue Code, (4) cause the Wells REIT to own 10% or more of the
ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of
the Internal Revenue Code, or (5) cause the acquisition of shares by a redeemed
limited partner to be "integrated" with any other distribution of our shares for
purposes of complying with the Securities Act.
Subject to the foregoing, limited partners may exercise their exchange
rights at any time after one year following the date of issuance of their
limited partnership units; provided, however, that a limited partner may not
deliver more than two exchange notices each calendar year and may not exercise
an exchange right for less than 1,000 limited partnership units, unless such
limited partner holds less than 1,000 units, in which case, he must exercise his
exchange right for all of his units.
Transferability of Interests
The Wells REIT may not (1) voluntarily withdraw as the general partner of
Wells OP, (2) engage in any merger, consolidation or other business combination,
or (3) transfer its general partnership interest in Wells OP (except to a
wholly-owned subsidiary), unless the transaction in which such withdrawal,
business combination or transfer occurs results in the limited partners
receiving or having the right to receive an amount of cash, securities or other
property equal in value to the amount they would have received if they had
exercised their exchange rights immediately prior to such transaction or unless,
in the case of a merger or other business combination, the successor entity
contributes substantially all of its assets to Wells OP in return for an
interest in Wells OP and agrees to assume all obligations of the general partner
of Wells OP. The Wells REIT may also enter into a business combination or we
may transfer our general partnership interest upon the receipt of the consent of
a majority-in-interest of the limited partners of Wells OP, other than Wells
Capital. With certain exceptions, the limited partners may not transfer their
interests in Wells OP, in whole or in part, without the written consent of the
Wells REIT as general
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partner. In addition, Wells Capital may not transfer its interest in Wells OP as
long as it is acting as the advisor to the Wells REIT, except pursuant to the
exercise of its right to exchange limited partnership units for Wells REIT
shares, in which case similar restrictions on transfer will apply to the REIT
shares received by Wells Capital.
Plan of Distribution
We are offering a maximum of 125,000,000 shares to the public through Wells
Investment Securities, Inc., the Dealer Manager, a registered broker-dealer
affiliated with the advisor. (See "Conflicts of Interest.") The shares are
being offered at a price of $10.00 per share on a "best efforts" basis, which
means generally that the Dealer Manager will be required to use only its best
efforts to sell the shares and it has no firm commitment or obligation to
purchase any of the shares. We are also offering 10,000,000 shares for sale
pursuant to our dividend reinvestment plan at a price of $10 per share. An
additional 5,000,000 shares are reserved for issuance upon exercise of
soliciting dealer warrants, which are granted to participating broker-dealers
based upon the number of shares they sell. Therefore, a total of 140,000,000
shares are being registered in this offering.
Except as provided below, the Dealer Manager will receive selling
commissions of 7% of the gross offering proceeds. The Dealer Manager will also
receive 2.5% of the gross offering proceeds in the form of a dealer manager fee
as compensation for acting as the Dealer Manager and for expenses incurred in
connection with coordinating sales efforts, training of personnel and generally
performing "wholesaling" functions. We will not pay referral or similar fees to
any accountants, attorneys or other persons in connection with the distribution
of the shares. Shareholders who elect to participate in the dividend
reinvestment plan will be charged selling commissions and dealer manager fees on
shares purchased pursuant to the dividend reinvestment plan on the same basis as
shareholders purchasing shares other than pursuant to the dividend reinvestment
plan.
We will also award to the Dealer Manager one soliciting dealer warrant for
every 25 shares they sell during the offering period. The Dealer Manager may
retain or reallow these warrants to broker-dealers participating in the
offering, unless such issuance of soliciting dealer warrants is prohibited by
either federal or state securities laws. The holder of a soliciting dealer
warrant will be entitled to purchase one share from the Wells REIT at a price of
$12 per share during the period beginning on the first anniversary of the
effective date of this offering and ending five years after the effective date
of this offering. Subject to certain exceptions, a soliciting dealer warrant
may not be transferred, assigned, pledged or hypothecated for a period of one
year following the effective date of this offering. The shares issuable upon
exercise of the soliciting dealer warrants are being registered as part of this
offering. For the life of the soliciting dealer warrants, participating broker-
dealers are given the opportunity to profit from a rise in the market price for
the common stock without assuming the risk of ownership, with a resulting
dilution in the interest of other shareholders upon exercise of such warrants.
In addition, holders of the soliciting dealer warrants would be expected to
exercise such warrants at a time when we could obtain needed capital by offering
new securities on terms more favorable than those provided by the soliciting
dealer warrants. Exercise of the soliciting dealer warrants is governed by the
terms and conditions detailed in this prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the Registration Statement.
The Dealer Manager may authorize certain other broker-dealers who are
members of the NASD to sell shares. In the event of the sale of shares by such
other broker-dealers, the Dealer Manager may reallow its commissions in the
amount of up to 7% of the gross offering proceeds to such participating broker-
dealers. In addition, the Dealer Manager, in its sole discretion, may reallow
to broker-dealers participating in the offering a portion of its dealer manager
fee in the aggregate amount of up to 1.5% of
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gross offering proceeds to be paid to such participating broker-dealer as
marketing fees and as reimbursement of due diligence expenses, based on such
factors as the number of shares sold by such participating broker-dealer, the
assistance of such participating broker-dealer in marketing the offering and
bona fide conference fees incurred.
We anticipate that the total underwriting compensation, including sales
commissions, the dealer manager fee and underwriting expense reimbursements,
will not exceed 9.5% of gross offering proceeds, except for the soliciting
dealer warrants described above.
We have agreed to indemnify the participating broker-dealers, including the
Dealer Manager, against certain liabilities arising under the Securities Act of
1933, as amended.
The broker-dealers participating in the offering of our shares are not
obligated to obtain any subscriptions on our behalf, and we cannot assure you
that any shares will be sold.
Our executive officers and directors, as well as officers and employees of
Wells Capital or other affiliates, may purchase shares offered in this offering
at a discount. The purchase price for such shares shall be $8.90 per share
reflecting the fact that the acquisition and advisory fees relating to such
shares will be reduced by $0.15 per share and selling commissions in the amount
of $0.70 per share and dealer manager fees in the amount of $0.25 per share will
not be payable in connection with such sales. The net offering proceeds we
receive will not be affected by such sales of shares at a discount. Wells
Capital and its affiliates shall be expected to hold their shares purchased as
shareholders for investment and not with a view towards distribution. In
addition, shares purchased by Wells Capital or its affiliates shall not be
entitled to vote on any matter presented to the shareholders for a vote.
You should pay for your shares by check payable to "Wells Real Estate
Investment Trust, Inc." Subscriptions will be effective only upon our
acceptance, and we reserve the right to reject any subscription in whole or in
part. We may not accept a subscription for shares until at least five business
days after the date you receive this prospectus. You will receive a
confirmation of your purchase. Except for purchases pursuant to our dividend
reinvestment plan or reinvestment plans of other public real estate programs,
all accepted subscriptions will be for whole shares and for not less than 100
shares ($1,000). (See "Suitability Standards.") Except in Maine, Minnesota,
Nebraska and Washington, investors who have satisfied the minimum purchase
requirement and have purchased units or shares in Wells programs or units or
shares in other public real estate programs may purchase less than the minimum
number of shares discussed above, provided that such investors purchase a
minimum of 2.5 shares ($25). After investors have satisfied the minimum
purchase requirement, minimum additional purchases must be in increments of at
least 2.5 shares ($25), except for purchases made pursuant to our dividend
reinvestment plan or reinvestment plans of other public real estate programs.
We will place the subscription proceeds in an interest-bearing account with
Bank of America, N.A., Atlanta, Georgia. Subscription proceeds held in the
account will be invested in securities backed by the United States government or
bank money-market accounts or certificates of deposit of national or state banks
that have deposits insured by the Federal Deposit Insurance Corporation,
including certificates of deposit of any bank acting as depository or custodian
for any such funds, as directed by our advisor. Subscribers may not withdraw
funds from the account. We will withdraw funds from the account periodically
for the acquisition of real estate properties or the payment of fees and
expenses. We generally admit shareholders to the Wells REIT on a daily basis.
Investors who desire to establish an IRA for purposes of investing in
shares may do so by having Wells Advisors, Inc., a qualified non-bank IRA
custodian affiliated with the advisor, act as their IRA custodian. In the event
that an IRA is established having Wells Advisors, Inc. as the IRA custodian, the
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authority of Wells Advisors, Inc. will be limited to holding the shares on
behalf of the beneficiary of the IRA and making distributions or reinvestments
in shares solely at the discretion of the beneficiary of the IRA. Wells
Advisors, Inc. will not have the authority to vote any of the shares held in an
IRA except strictly in accordance with the written instructions of the
beneficiary of the IRA.
The offering of shares will terminate on or before _________, 200_.
However, we reserve the right to terminate this offering at any time prior to
such termination date.
The proceeds of this offering will be received and held in trust for the
benefit of purchasers of shares to be used only for the purposes set forth in
the "Estimated Use of Proceeds" section. Subscriptions will be accepted or
rejected within 30 days of receipt by the Wells REIT, and if rejected, all funds
shall be returned to the rejected subscribers within ten business days.
We may sell shares to retirement plans of broker-dealers participating in
the offering, to broker-dealers in their individual capacities, to IRAs and
qualified plans of their registered representatives or to any one of their
registered representatives in their individual capacities for 93% of the public
offering price in consideration of the services rendered by such broker-dealers
and registered representatives in the offering. The net proceeds to the Wells
REIT from such sales will be identical to net proceeds we receive from other
sales of shares.
In connection with sales of 50,000 or more shares ($500,000) to a
"purchaser" as defined below, a participating broker-dealer may agree in his
sole discretion to reduce the amount of his selling commissions. Such reduction
will be credited to the purchaser by reducing the total purchase price payable
by such purchaser. The following table illustrates the various discount levels
available:
<TABLE>
<CAPTION>
Dealer
Purchase Manager Net
Dollar Volume Sales Commissions Price Fee Per Proceeds
----------------------
Shares Purchased Percent Per Share Per Share Share Per Share
---------------- ------- --------- --------- ----- ---------
<S> <C> <C> <C> <C> <C>
Under $500,000 7.0% $0.7000 $10.0000 $0.25 $9.05
$500,000-$999,999 5.0% $0.4895 $ 9.7895 $0.25 $9.05
$1,000,000 and Over 3.0% $0.2876 $ 9.5876 $0.25 $9.05
</TABLE>
For example, if an investor purchases 100,000 shares, he could pay as
little as $958,760 rather than $1,000,000 for the shares, in which event the
commission on the sale of such shares would be $28,760 ($0.2876 per share), and,
after payment of the dealer manager fee, we would receive net proceeds of
$905,000 ($9.05 per share). The net proceeds to the Wells REIT will not be
affected by volume discounts.
Because all investors will be deemed to have contributed the same amount
per share to the Wells REIT for purposes of declaring and paying dividends, an
investor qualifying for a volume discount will receive a higher return on his
investment than investors who do not qualify for such discount.
Subscriptions may be combined for the purpose of determining the volume
discounts in the case of subscriptions made by any "purchaser," as that term is
defined below, provided all such shares are purchased through the same broker-
dealer. The volume discount shall be prorated among the separate subscribers
considered to be a single "purchaser." Any request to combine more than one
subscription must be made in writing, and must set forth the basis for such
request. Any such request will be subject to verification by the advisor that
all of such subscriptions were made by a single "purchaser."
154
<PAGE>
For the purposes of such volume discounts, the term "purchaser" includes:
. an individual, his or her spouse and their children under the age of
21 who purchase the units for his, her or their own accounts;
. a corporation, partnership, association, joint-stock company, trust
fund or any organized group of persons, whether incorporated or not;
. an employees' trust, pension, profit sharing or other employee benefit
plan qualified under Section 401(a) of the Internal Revenue Code; and
. all commingled trust funds maintained by a given bank.
Notwithstanding the above, in connection with volume sales made to investors in
the Wells REIT, the advisor may, in its sole discretion, waive the "purchaser"
requirements and aggregate subscriptions, including subscriptions to public real
estate programs previously sponsored by the advisor, or its affiliates, as part
of a combined order for purposes of determining the number of shares purchased,
provided that any aggregate group of subscriptions must be received from the
same broker-dealer, including the Dealer Manager. Any such reduction in selling
commission will be prorated among the separate subscribers except that, in the
case of purchases through the Dealer Manager, the Dealer Manager may allocate
such reduction among separate subscribers considered to be a single "purchaser"
as it deems appropriate. An investor may reduce the amount of his purchase
price to the net amount shown in the foregoing table, if applicable. If such
investor does not reduce the purchase price, the excess amount submitted over
the discounted purchase price shall be returned to the actual separate
subscribers for shares. Except as provided in this paragraph, separate
subscriptions will not be cumulated, combined or aggregated.
In addition, in order to encourage purchases in amounts of 500,000 or more
shares, a potential purchaser who proposes to purchase at least 500,000 shares
may agree with the advisor and the Dealer Manager to have the acquisition and
advisory fees payable to the advisor with respect to the sale of such shares
reduced to 0.5%, to have the dealer manager fee payable to the Dealer Manager
with respect to the sale of such shares reduced to 0.5%, and to have the selling
commissions payable with respect to the sale of such shares reduced to 0.5%, in
which event the aggregate fees payable with respect to the sale of such shares
would be reduced by $1.10 per share, and the purchaser of such shares would be
required to pay a total of $8.90 per share purchased, rather than $10.00 per
share. The net proceeds to the Wells REIT would not be affected by such fee
reductions. Of the $8.90 paid per share, we anticipate that approximately $8.40
per share or approximately 94.4% will be used to acquire properties and pay
required acquisition expenses relating to the acquisition of properties. All
such sales must be made through registered broker-dealers.
California residents should be aware that volume discounts will not be
available in connection with the sale of shares made to California residents to
the extent such discounts do not comply with the provisions of Rule 260.140.51
adopted pursuant to the California Corporate Securities Law of 1968. Pursuant
to this Rule, volume discounts can be made available to California residents
only in accordance with the following conditions:
. there can be no variance in the net proceeds to the Wells REIT from
the sale of the shares to different purchasers of the same offering;
. all purchasers of the shares must be informed of the availability of
quantity discounts;
155
<PAGE>
. the same volume discounts must be allowed to all purchasers of shares
which are part of the offering;
. the minimum amount of shares as to which volume discounts are allowed
cannot be less than $10,000;
. the variance in the price of the shares must result solely from a
different range of commissions, and all discounts allowed must be
based on a uniform scale of commissions; and
. no discounts are allowed to any group of purchasers.
Accordingly, volume discounts for California residents will be available in
accordance with the foregoing table of uniform discount levels based on dollar
volume of shares purchased, but no discounts are allowed to any group of
purchasers, and no subscriptions may be aggregated as part of a combined order
for purposes of determining the number of shares purchased.
Investors who, in connection with their purchase of shares, have engaged
the services of a registered investment advisor with whom the investor has
agreed to pay a fee for investment advisory services in lieu of normal
commissions based on the volume of securities sold may agree with the
participating broker-dealer selling such shares and the Dealer Manager to reduce
the amount of selling commissions payable with respect to such sale to zero.
The net proceeds to the Wells REIT will not be affected by eliminating the
commissions payable in connection with sales to investors purchasing through
such investment advisors. All such sales must be made through registered
broker-dealers.
Neither the Dealer Manager nor its affiliates will directly or indirectly
compensate any person engaged as an investment advisor by a potential investor
as an inducement for such investment advisor to advise favorably for investment
in the Wells REIT.
In addition, subscribers for shares may agree with their participating
broker-dealers and the Dealer Manager to have selling commissions due with
respect to the purchase of their shares paid over a six year period pursuant to
a deferred commission arrangement. Shareholders electing the deferred
commission option will be required to pay a total of $9.40 per share purchased
upon subscription, rather than $10.00 per share, with respect to which $0.10 per
share will be payable as commissions due upon subscription. For the period of
six years following subscription, $0.10 per share will be deducted on an annual
basis from dividends or other cash distributions otherwise payable to the
shareholders and used by the Wells REIT to pay deferred commission obligations.
The net proceeds to the Wells REIT will not be affected by the election of the
deferred commission option. Under this arrangement, a shareholder electing the
deferred commission option will pay a 1% commission upon subscription, rather
than a 7% commission, and an amount equal to a 1% commission per year thereafter
for the next six years will be deducted from dividends or other cash
distributions otherwise payable to such shareholder and used by the Wells REIT
to satisfy commission obligations. The foregoing commission amounts may be
adjusted with approval of the Dealer Manager by application of the volume
discount provisions described previously.
Shareholders electing the deferred commission option who are subject to
federal income taxation will incur tax liability for dividends or other cash
distributions otherwise payable to them with respect to their shares even though
such dividends or other cash distributions will be withheld from such
shareholders and will instead be paid to third parties to satisfy commission
obligations.
156
<PAGE>
Investors who wish to elect the deferred commission option should make the
election on their Subscription Agreement Signature Page. Election of the
deferred commission option shall authorize the Wells REIT to withhold dividends
or other cash distributions otherwise payable to such shareholder for the
purpose of paying commissions due under the deferred commission option;
provided, however, that in no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate under the deferred commission option. Such
dividends or cash distributions otherwise payable to shareholders may be pledged
by the Wells REIT, the Dealer Manager, the advisor or their affiliates to secure
one or more loans, the proceeds of which would be used to satisfy sales
commission obligations.
In the event that listing of the shares occurs or is reasonably anticipated
to occur at any time prior to the satisfaction of our remaining commission
obligations, the remaining commissions due under the deferred commission option
may be accelerated by the Wells REIT. In such event, we shall provide notice of
such acceleration to shareholders who have elected the deferred commission
option. The amount of the remaining commissions due shall be deducted and paid
by the Wells REIT out of dividends or other cash distributions otherwise payable
to such shareholders during the time period prior to listing; provided that, in
no event may the Wells REIT withhold in excess of $0.60 per share in the
aggregate. To the extent that the distributions during such time period are
insufficient to satisfy the remaining commissions due, the obligation of Wells
REIT and our shareholders to make any further payments of deferred commissions
under the deferred commission option shall terminate, and participating broker-
dealers will not be entitled to receive any further portion of their deferred
commissions following listing of our shares.
Supplemental Sales Material
In addition to this prospectus, we may utilize certain sales material in
connection with the offering of the shares, although only when accompanied by or
preceded by the delivery of this prospectus. In certain jurisdictions, some or
all of such sales material may not be available. This material may include
information relating to this offering, the past performance of the advisor and
its affiliates, property brochures and articles and publications concerning real
estate. In addition, the sales material may contain certain quotes from various
publications without obtaining the consent of the author or the publication for
use of the quoted material in the sales material.
The offering of shares is made only by means of this prospectus. Although
the information contained in such sales material will not conflict with any of
the information contained in this prospectus, such material does not purport to
be complete, and should not be considered a part of this prospectus or the
registration statement of which this prospectus is a part, or as incorporated by
reference in this prospectus or said registration statement or as forming the
basis of the offering of the shares.
Legal Opinions
The legality of the shares being offered hereby has been passed upon for
the Wells REIT by Holland & Knight LLP (Counsel). The statements under the
caption "Federal Income Tax Consequences" as they relate to federal income tax
matters have been reviewed by such counsel, and counsel has opined as to certain
income tax matters relating to an investment in the Wells REIT. Counsel has
represented the advisor, as well as affiliates of the advisor, in other matters
and may continue to do so in the future. (See "Conflicts of Interest.")
157
<PAGE>
Experts
Audited Financial Statements
The audited financial statements of the Wells REIT as of December 31, 1999
and 1998, and for each of the years in the two year period ended December 31,
1999, included in this prospectus and elsewhere in the registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included in this
prospectus in reliance upon the authority of said firm as experts in giving said
report.
The Statements of Revenues over Certain Operating Expenses of the Dial
Building, the ASML Building and the Motorola Building for the year ended
December 31, 1999, included in this prospectus and elsewhere in the registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included in this prospectus in reliance upon the authority of said firm as
experts in giving said reports.
Unaudited Financial Statements
The unaudited interim financial statements of the Wells REIT as of June 30,
2000, and for the three and six month periods ended June 30, 2000 and 1999,
which are included in this prospectus, have not been audited.
The pro unaudited forma financial statements of the Wells REIT for the year
ended December 31, 1999, and for the six month period ended June 30, 2000, which
are included in this prospectus, have not been audited.
Additional Information
We have filed with the Securities and Exchange Commission (Commission),
Washington, D.C., a registration statement under the Securities Act of 1933, as
amended, with respect to the shares offered pursuant to this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits related thereto filed with the Commission, reference
to which is hereby made. Copies of the registration statement and exhibits
related thereto, as well as periodic reports and information filed by the Wells
REIT, may be obtained upon payment of the fees prescribed by the Commission, or
may be examined at the offices of the Commission without charge, at:
. the public reference facilities in Washington, D.C. at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
. the Northeast Regional Office in New York at 7 World Trade Center,
Suite 1300, New York, New York 10048; and
. the Midwest Regional Office in Chicago, Illinois at 500 West Madison
Street, Suite 1400, Chicago, Illinois 66661-2511.
The Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's website is
http://www.sec.gov.
158
<PAGE>
Glossary
The following are definitions of certain terms used in this prospectus and
not otherwise defined in this prospectus:
"Dealer Manager" means Wells Investment Securities, Inc.
"IRA" means an individual retirement account established pursuant to
Section 408 or Section 408A of the Internal Revenue Code.
"NASAA Guidelines" means the Statement of Policy Regarding Real Estate
Investment Trusts of the North American Securities Administrators Association,
Inc., as revised and adopted on September 29, 1993.
"Property Manager" means Wells Management Company, Inc.
"UBTI" means unrelated business taxable income, as that term is defined in
Sections 511 through 514 of the Internal Revenue Code.
159
<PAGE>
Index to Financial Statements and Prior Performance Tables
<TABLE>
<CAPTION>
Page
----
<S> <C>
Wells Real Estate Investment Trust, Inc. and Subsidiary
Audited Financial Statements
----------------------------
Report of Independent Public Accountants 162
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998 163
Consolidated Statements of Income for the years ended
December 31, 1999 and December 31, 1998 164
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1999 and December 31, 1998 165
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and December 31, 1998 166
Notes to Consolidated Financial Statements 167
Interim (Unaudited) Financial Statements
----------------------------------------
Balance Sheets as of June 30, 2000 and December 31, 1999 188
Statements of Income for the three and six months ended
June 30, 2000 and 1999 189
Statements of Shareholders' Equity for the six months ended
June 30, 2000 and the year ended December 31,1999 190
Statements of Cash Flows for the six months ended
June 30, 2000 and 1999 191
Condensed Notes to Financial Statements 192
Dial Building
Audited Financial Statements
----------------------------
Report of Independent Public Accountants 197
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 198
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 199
ASML Building
Audited Financial Statements
----------------------------
Report of Independent Public Accountants 200
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 201
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 202
</TABLE>
160
<PAGE>
<TABLE>
<S> <C>
Motorola Building
Audited Financial Statements
----------------------------
Report of Independent Public Accountants 203
Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999 204
Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999 205
Wells Real Estate Investment Trust, inc.
Unaudited Pro Forma Financial Statements
----------------------------------------
Summary of Unaudited Pro Forma Financial Statements 206
Pro Forma Statement of Income for the year ended
December 31, 1999 207
Pro Forma Statement of Income for the six month period
Ended June 30, 2000 208
Prior Performance Tables 209
</TABLE>
161
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Investment Trust, Inc.:
We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wells Real Estate
Investment Trust, Inc. and subsidiary as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 20, 2000
162
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
REAL ESTATE ASSETS, at cost:
Land $ 14,500,822 $ 1,520,834
Building, less accumulated depreciation of $1,726,103 and $0 at December 31, 1999 and
1998, respectively 81,507,040 20,076,845
Construction in progress 12,561,459 0
------------ -----------
Total real estate assets 108,569,321 21,597,679
INVESTMENT IN JOINT VENTURES 29,431,176 11,568,677
CASH AND CASH EQUIVALENTS 2,929,804 7,979,403
DEFERRED OFFERING COSTS 964,941 548,729
DEFERRED PROJECT COSTS 28,093 335,421
DUE FROM AFFILIATES 648,354 262,345
PREPAID EXPENSES AND OTHER ASSETS 1,280,601 540,319
------------ -----------
Total assets $143,852,290 $42,832,573
============ ===========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
LIABILITIES:
Accounts payable and accrued expenses $ 461,300 $ 187,827
Notes payable 23,929,228 14,059,930
Dividends payable 2,166,701 408,176
Due to affiliate 1,079,466 554,953
------------ -----------
Total liabilities 27,636,695 15,210,886
------------ -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP 200,000 200,000
------------ -----------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares authorized, 13,471,085 shares issued 134,710 31,541
and outstanding at December 31, 1999 and 3,154,136 shares issued and outstanding at
December 31, 1998
Additional paid-in capital 115,880,885 27,056,112
Retained earnings 0 334,034
------------ -----------
Total shareholders' equity 116,015,595 27,421,687
------------ -----------
Total liabilities and shareholders' equity $143,852,290 $42,832,573
============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
163
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
REVENUES:
Rental income $4,735,184 $ 20,994
Equity in income of joint ventures 1,243,969 263,315
Interest income 502,993 110,869
Other income 13,249 0
---------- --------
6,495,395 395,178
---------- --------
EXPENSES:
Depreciation 1,726,103 0
Interest expense 442,029 11,033
Operating costs, net of reimbursements (74,666) 0
Management and leasing fees 257,744 0
General and administrative 123,776 29,943
Legal and accounting 115,471 19,552
Computer costs 11,368 616
Amortization of organizational costs 8,921 0
---------- --------
2,610,746 61,144
---------- --------
NET INCOME $3,884,649 $334,034
========== ========
EARNINGS PER SHARE:
Basic and diluted $ 0.50 $ 0.40
========== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
164
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-In Retained Shareholders'
--------------------
Shares Amount Capital Earnings Equity
---------- -------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 100 $ 1 $ 999 $ 0 $ 1,000
Issuance of common stock 3,154,036 31,540 31,508,820 0 31,540,360
Net income 0 0 0 334,034 334,034
Dividends ($.31 per share) 0 0 (511,163) 0 (511,163)
Sales commissions 0 0 (2,996,334) 0 (2,996,334)
Other offering expenses 0 0 (946,210) 0 (946,210)
---------- -------- ------------ ----------- -------------
BALANCE, December 31, 1998 3,154,136 31,541 27,056,112 334,034 27,421,687
---------- -------- ------------ ----------- -------------
Issuance of common stock 10,316,949 103,169 103,066,321 0 103,169,490
Net income 0 0 0 3,884,649 3,884,649
Dividends ($.70 per share) 0 0 (1,346,240) (4,218,683) (5,564,923)
Sales commissions 0 0 (9,801,197) 0 (9,801,197)
Other offering expenses 0 0 (3,094,111) 0 (3,094,111)
---------- -------- ------------ ----------- -------------
BALANCE, December 31, 1999 13,471,085 $134,710 $115,880,885 $ 0 $ 116,015,595
========== ======== ============ =========== =============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
165
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,884,649 $ 334,034
------------- ------------
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Equity in income of joint ventures (1,243,969) (263,315)
Depreciation 1,726,103 0
Amortization of organizational costs 8,921 0
Changes in assets and liabilities:
Prepaid expenses and other assets (749,203) (540,319)
Accounts payable and accrued expenses 273,473 187,827
Due to affiliates 108,301 6,224
------------- ------------
Total adjustments 123,626 (609,583)
------------- ------------
Net cash provided by (used in) operating activities 4,008,275 (275,549)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate (85,514,506) (21,299,071)
Investment in joint ventures (17,641,211) (11,276,007)
Deferred project costs paid (3,610,967) (1,103,913)
Distributions received from joint ventures 1,371,728 178,184
------------- ------------
Net cash used in investing activities (105,394,956) (33,500,807)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 40,594,463 14,059,930
Repayments of notes payable (30,725,165) 0
Dividends paid to shareholders (3,806,398) (102,987)
Issuance of common stock 103,169,490 31,540,360
Sales commissions paid (9,801,197) (2,996,334)
Other offering costs paid (3,094,111) (946,210)
------------- ------------
Net cash provided by financing activities 96,337,082 41,554,759
------------- ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,049,599) 7,778,403
CASH AND CASH EQUIVALENTS, beginning of year 7,979,403 201,000
------------- ------------
CASH AND CASH EQUIVALENTS, end of year $ 2,929,804 $ 7,979,403
============= ============
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Deferred project costs applied to real estate assets $ 3,183,239 $ 298,608
============= ============
Deferred project costs contributed to joint ventures $ 735,056 $ 469,884
============= ============
Deferred offering costs due to affiliate $ 416,212 $ 0
============= ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
166
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation that qualifies as a real estate investment trust ("REIT"). The
Company is conducting an offering for the sale of a maximum of 40,000,000
(exclusive of 2,200,000 shares available pursuant to the Company's dividend
reinvestment plan) shares of common stock, $.01 par value per share, at a price
of $10 per share. The Company will seek to acquire and operate commercial
properties, including, but not limited to, office buildings, shopping centers,
business and industrial parks, and other commercial and industrial properties,
including properties which are under construction, are newly constructed, or
have been constructed and have operating histories. All such properties may be
acquired, developed, and operated by the Company alone or jointly with another
party. The Company is likely to enter into one or more joint ventures with
affiliated entities for the acquisition of properties. In connection with this,
the Company may enter into joint ventures for the acquisition of properties with
prior or future real estate limited partnership programs sponsored by Wells
Capital, Inc. (the "Advisor") or its affiliates.
Substantially all of the Company's business is conducted through Wells Operating
Partnership, L.P. (the "Operating Partnership"), a Delaware limited partnership.
During 1997, the Operating Partnership issued 20,000 limited partner units to
the Advisor in exchange for $200,000. The Company is the sole general partner in
the Operating Partnership and possesses full legal control and authority over
the operations of the Operating Partnership; consequently, the accompanying
consolidated financial statements of the Company include the amounts of the
Operating Partnership.
The Operating Partnership owns the following properties directly: (i) the
PriceWaterhouseCoopers property (the "PwC Building"), a four-story office
building located in Tampa, Florida; (ii) the AT&T Building, a four-story office
building located in Harrisburg, Pennsylvania; (iii) the Marconi Data Systems
property (the "Marconi Building"), a two-story office building located in Wood
Dale, Illinois; and (iv) the Cinemark Building, a five-story office building
located in Plano, Texas.
The Company also owns interests in several properties through a joint venture
among the Operating Partnership, Wells Real Estate Fund IX, L.P. ("Wells Fund
IX"), Wells Real Estate Fund X, L.P. ("Wells Fund X"), and Wells Real Estate
Fund XI, L.P. ("Wells Fund XI"). This joint venture is referred to as the Fund
IX, Fund X, Fund XI, and REIT Joint Venture ("Fund IX, X, XI, and REIT Joint
Venture"). In addition, the Company owns an interest in several properties
through a joint venture between Wells Fund XI, Wells Real Estate Fund XII, L.P.
("Wells Fund XII"), and the Operating Partnership, which is referred to as Wells
Fund XI, XII and REIT Joint Venture. The Company owns two properties through a
joint venture between the Operating Partnership and Fund X and XI Associates, a
joint venture between Wells Fund X and Wells Fund XI.
Through its investment in the Fund IX, X, XI, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a three-story office
building in Knoxville, Tennessee (the "ABB Building"), (ii) a two-story office
building in Louisville, Colorado (the "Ohmeda Building"), (iii) a three-story
office building in Broomfield, Colorado (the "360 Interlocken Building"), (iv) a
one-story warehouse facility in Ogden, Utah (the "Iomega Building"), and (v) a
one-story office building in Oklahoma City, Oklahoma (the "Lucent Technologies
Building").
The following properties are owned by the Company through its investment in a
joint venture with Fund X and XI Associates: (i) a one-story office and
warehouse building in Fountain Valley, California (the "Cort Furniture
167
<PAGE>
Building") owned by Wells/Orange County Associates and (ii) a warehouse and
office building in Fremont, California (the "Fairchild Building") owned by
Wells/Fremont Associates.
Through its investment in the Wells Fund XI, XII, and REIT Joint Venture, the
Company owns interests in the following properties: (i) a two-story
manufacturing and office building in Greenville County, South Carolina (the
"EYBL CarTex Building"), (ii) a three-story office building Leawood, Kansas (the
"Sprint Building"), (iii) an office and warehouse building in Chester County,
Pennsylvania (the "Johnson Matthey Building"), and (iv) a two-story office
building in Ft. Myers, Florida (the "Gartner Building").
Use of Estimates and Factors Affecting the Company
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The carrying values of real estate are based on management's current intent to
hold the real estate assets as long-term investments. The success of the
Company's future operations and the ability to realize the investment in its
assets will be dependent on the Company's ability to maintain rental rates,
occupancy, and an appropriate level of operating expenses in future years.
Management believes that the steps it is taking will enable the Company to
realize its investment in its assets.
Income Taxes
The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), commencing with the taxable year ended December
31, 1998. As a result, the Company generally will not be subject to federal
income taxation at the corporate level to the extent it distributes annually at
least 95% of its REIT taxable income, as defined in the Code, to its
shareholders and satisfies certain other requirements. Additionally, the
Operating Partnership is not subject to federal or state income taxes.
Accordingly, no provision has been made for federal or state income taxes in the
accompanying consolidated financial statements for the years ended December 31,
1999 and 1998.
Real Estate Assets
Real estate assets held by the Company and joint ventures are stated at cost
less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All repair
and maintenance are expensed as incurred.
Management continually monitors events and changes in circumstances which could
indicate that carrying amounts of real estate assets may not be recoverable.
When events or changes in circumstances are present which indicate that the
carrying amounts of real estate assets may not be recoverable, management
assesses the recoverability of real estate assets by determining whether the
carrying value of such real estate assets will be recovered through the future
cash flows expected from the use of the asset and its eventual disposition.
Management has determined that there has been no impairment in the carrying
value of real estate assets held by the Company or the joint ventures as of
December 31, 1999.
Depreciation of building and improvements is calculated using the straight-line
method over 25 years. Tenant improvements are amortized over the life of the
related lease or the life of the asset, whichever is shorter.
Investment in Joint Ventures
Basis of Presentation. The Operating Partnership does not have control over the
operations of the joint ventures; however, it does exercise significant
influence. Accordingly, the Operating Partnership's investment in the joint
ventures is recorded using the equity method of accounting.
168
<PAGE>
Partners' Distributions and Allocations of Profit and Loss. Cash available for
distribution and allocations of profit and loss to the Operating Partnership by
the joint ventures are made in accordance with the terms of the individual joint
venture agreements. Generally, these items are allocated in proportion to the
partners' respective ownership interests. Cash is paid from the joint ventures
to the Operating Partnership on a quarterly basis.
Deferred Lease Acquisition Costs. Costs incurred to procure operating leases are
capitalized and amortized on a straight-line basis over the terms of the related
leases.
Revenue Recognition
All leases on real estate assets held by the Company or the joint ventures are
classified as operating leases, and the related rental income is recognized on a
straight-line basis over the terms of the respective leases.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments. Short-term investments are stated at cost, which approximates fair
value, and consist of investments in money market accounts.
Earnings Per Share
Earnings per share is calculated based on the weighted average number of common
shares outstanding during each period. The weighted average number of common
shares outstanding is identical for basic and fully diluted earnings per share,
as there is no dilutive impact created from the Company's stock option plan
(Note 10) using the treasury stock method.
2. DEFERRED PROJECT COSTS
The Company paid a percentage of shareholder contributions to the Advisor for
acquisition and advisory services. These payments, as stipulated in the
prospectus, can be up to 3.5% of shareholder contributions, subject to certain
overall limitations contained in the prospectus. Aggregate fees paid through
December 31, 1999 were $4,714,880 and amounted to 3.5% of shareholders'
contributions received. These fees are allocated to specific properties as they
are purchased or developed and are included in capitalized assets of the joint
ventures or real estate assets. Deferred project costs at December 31, 1999 and
1998 represent fees not yet applied to properties.
3. DEFERRED OFFERING COSTS
Organization and offering expenses, to the extent they exceed 3% of gross
offering proceeds, will be paid by the Advisor and not by the Company.
Organization and offering expenses do not include sales or underwriting
commissions but do include such costs as legal and accounting fees, printing
costs, and other offering expenses.
As of December 31, 1999, the Advisor paid organization and offering expenses on
behalf of the Company in the aggregate amount of $5,005,262, of which the
Advisor was reimbursed $4,040,321, which did not exceed the 5% limitation. The
unpaid portion of deferred offering costs is $964,941 and is included in due to
affiliate in the accompanying balance sheet.
169
<PAGE>
4. RELATED-PARTY TRANSACTIONS
Due from affiliates at December 31, 1999 represents the Operating Partnership's
share of the cash to be distributed from its joint venture investments for the
fourth quarter of 1999 and 1998 as follows:
1999 1998
-------- --------
Fund IX, X, XI, and REIT Joint Venture $ 32,079 $ 38,360
Wells/Orange County Associates 75,953 77,123
Wells/Fremont Associates 152,681 146,862
Fund XI, XII, and REIT 387,641 0
-------- --------
$648,354 $262,345
======== ========
The Company entered into a property management agreement with Wells Management
Company, Inc. ("Wells Management"), an affiliate of the Advisor. In
consideration for supervising the management and leasing of the Operating
Partnership's properties, the Operating Partnership will pay Wells Management
management and leasing fees equal to the lesser of (a) fees that would be paid
to a comparable outside firm, or (b) 4.5% of the gross revenues generally paid
over the life of the lease plus a separate competitive fee for the one-time
initial lease-up of newly constructed properties generally paid in conjunction
with the receipt of the first month's rent. In the case of commercial properties
which are leased on a long-term (ten or more years) net lease basis, the maximum
property management fee from such leases shall be 1% of the gross revenues
generally paid over the life of the leases except for a one-time initial leasing
fee of 3% of the gross revenues on each lease payable over the first five full
years of the original lease term.
The Operating Partnership's portion of the management and leasing fees and lease
acquisition costs paid to Wells Management by the joint ventures was $336,517
for the year ended December 31, 1999.
The Advisor performs certain administrative services for the Operating
Partnership, such as accounting and other partnership administration, and incurs
the related expenses. Such expenses are allocated among the Operating
Partnership and the various Wells Real Estate Funds based on time spent on each
fund by individual administrative personnel. In the opinion of management, such
allocation is a reasonable basis for allocating such expenses.
The Advisor is a general partner in various Wells Real Estate Funds. As such,
there may exist conflicts of interest where the Advisor, while serving in the
capacity as general partner for Wells Real Estate Funds, may be in competition
with the Operating Partnership for tenants in similar geographic markets.
5. INVESTMENT IN JOINT VENTURES
The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 1999 and 1998 are summarized as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------- ------------------------------
Amount Percent Amount Percent
----------- --------- ------------ -----------
<S> <C> <C> <C> <C>
Fund IX, X, XI, and REIT Joint Venture $ 1,388,884 4% $ 1,443,378 4%
Wells/Orange County Associates 2,893,112 44 2,958,617 44
Wells/Fremont Associates 6,988,210 78 7,166,682 78
Fund XI, XII, and REIT Joint Venture 18,160,970 57 0 0
----------- -----------
$29,431,176 $11,568,677
=========== ===========
</TABLE>
170
<PAGE>
The following is a rollforward of the Operating Partnership's investment in
joint ventures for the years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Investment in joint ventures, beginning of year $11,568,677 $ 0
Equity in income of joint ventures 1,243,969 263,315
Contributions to joint ventures 18,376,267 11,745,890
Distributions from joint ventures (1,757,737) (440,528)
----------- -----------
Investment in joint ventures, end of year $29,431,176 $11,568,677
=========== ===========
</TABLE>
Fund IX, X, XI, and REIT Joint Venture
On March 20, 1997, Wells Fund IX and Wells Fund X entered into a joint venture
agreement. The joint venture, Fund IX and X Associates, was formed to acquire,
develop, operate, and sell real properties. On March 20, 1997, Wells Fund IX
contributed a 5.62-acre tract of real property in Knoxville, Tennessee, and
improvements thereon, known as the ABB Building, to the Fund IX and X Associates
joint venture. A 83,885-square-foot, three-story building was constructed and
commenced operations at the end of 1997.
On February 13, 1998, the joint venture purchased a two-story office building,
known as the Ohmeda Building, in Louisville, Colorado. On March 20, 1998, the
joint venture purchased a three-story office building, known as the 360
Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX and X
Associates was amended and restated to admit Wells Fund XI and the Operating
Partnership. The joint venture was renamed the Fund IX, X, XI, and REIT Joint
Venture. On June 24, 1998, the new joint venture purchased a one-story office
building, known as the Lucent Technologies Building, in Oklahoma City, Oklahoma.
On April 1, 1998, Wells Fund X purchased a one-story warehouse facility, known
as the Iomega Building, in Ogden, Utah. On July 1, 1998, Wells Fund X
contributed the Iomega Building to the Fund IX, X, XI, and REIT Joint Venture.
171
<PAGE>
Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Real estate assets, at cost:
Land $ 6,698,020 $ 6,454,213
Building and improvements, less accumulated depreciation of
$2,792,068 in 1999 and $1,253,156 in 1998 29,878,541 30,686,845
Construction in progress 0 990
----------- -----------
Total real estate assets 36,576,561 37,142,048
Cash and cash equivalents 1,146,874 1,329,457
Accounts receivable 554,965 133,257
Prepaid expenses and other assets 526,409 441,128
----------- -----------
Total assets $38,804,809 $39,045,890
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 704,914 $ 409,737
Due to affiliates 6,379 4,406
Partnership distributions payable 804,734 1,000,127
----------- -----------
Total liabilities 1,516,027 1,414,270
----------- -----------
Partners' capital:
Wells Real Estate Fund IX 14,590,626 14,960,100
Wells Real Estate Fund X 18,000,869 18,707,139
Wells Real Estate Fund XI 3,308,403 2,521,003
Wells Operating Partnership, L.P. 1,388,884 1,443,378
----------- -----------
Total partners' capital 37,288,782 37,631,620
----------- -----------
Total liabilities and partners' capital $38,804,809 $39,045,890
=========== ===========
</TABLE>
172
<PAGE>
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income (Loss)
for the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ---------
<S> <C> <C> <C>
Revenues:
Rental income $3,932,962 $2,945,980 $ 28,512
Interest income 120,080 20,438 0
---------- --------- --------
4,053,042 2,966,418 28,512
---------- --------- --------
Expenses:
Depreciation 1,538,912 1,216,293 36,863
Management and leasing fees 286,139 226,643 1,711
Operating costs, net of reimbursements (43,501) (140,506) 10,118
Property administration expense 63,311 34,821 0
Legal and accounting 35,937 15,351 0
---------- --------- --------
1,880,798 1,352,602 48,692
---------- --------- --------
Net income (loss) $2,172,244 $1,613,816 $(20,180)
========== ========== ========
Net income (loss) allocated to Wells Real Estate Fund IX $ 850,072 $ 692,116 $(10,145)
========== ========== ========
Net income (loss) allocated to Wells Real Estate Fund X $1,056,316 $ 787,481 $(10,035)
========== ========== ========
Net income allocated to Wells Real Estate Fund XI $ 184,355 $ 85,352 $ 0
========== ========== ========
Net income allocated to Wells Operating Partnership, L.P. $ 81,501 $ 48,867 $ 0
========== ========== ========
</TABLE>
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
Wells Real Wells Real Wells Real Wells Total
Estate Estate Estate Operating Partners'
Fund IX Fund X Fund XI Partnership, L.P. Capital
------------ ----------- ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 0 $ 0 $ 0 $ 0 $ 0
Net loss (10,145) (10,035) 0 0 (20,180)
Partnership contributions 3,712,938 3,672,838 0 0 7,385,776
----------- ----------- ----------- ----------------- -----------
Balance, December 31, 1997 3,702,793 3,662,803 0 0 7,365,596
Net income 692,116 787,481 85,352 48,867 1,613,816
Partnership contributions 11,771,312 15,613,477 2,586,262 1,480,741 31,451,792
Partnership distributions (1,206,121) (1,356,622) (150,611) (86,230) (2,799,584)
----------- ----------- ---------- ----------------- -----------
Balance, December 31, 1998 14,960,100 18,707,139 2,521,003 1,443,378 37,631,620
Net income 850,072 1,056,316 184,355 81,501 2,172,244
Partnership contributions 198,989 0 911,027 0 1,110,016
Partnership distributions (1,418,535) (1,762,586) (307,982) (135,995) (3,625,098)
----------- ----------- ---------- ----------------- -----------
Balance, December 31, 1999 $14,590,626 $18,000,869 $3,308,403 $1,388,884 $37,288,782
=========== =========== ========== ================= ===========
</TABLE>
173
<PAGE>
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------- ---------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,172,244 $ 1,613,816 $ (20,180)
------------- --------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,538,912 1,216,293 36,863
Changes in assets and liabilities:
Accounts receivable (421,708) (92,745) (40,512)
Prepaid expenses and other assets (85,281) (111,818) (329,310)
Accounts payable 295,177 29,967 379,770
Due to affiliates 1,973 1,927 2,479
------------- --------------- --------------
Total adjustments 1,329,073 1,043,624 49,290
------------- --------------- --------------
Net cash provided by operating activities 3,501,317 2,657,440 29,110
------------- --------------- --------------
Cash flows from investing activities:
Investment in real estate (930,401) (24,788,070) (5,715,847)
------------- --------------- --------------
Cash flows from financing activities:
Distributions to joint venture partners (3,820,491) (1,799,457) 0
Contributions received from partners 1,066,992 24,970,373 5,975,908
------------- --------------- --------------
Net cash (used in) provided by financing activities (2,753,499) 23,170,916 5,975,908
------------- --------------- --------------
Net (decrease) increase in cash and cash equivalents (182,583) 1,040,286 289,171
Cash and cash equivalents, beginning of year 1,329,457 289,171 0
------------- --------------- --------------
Cash and cash equivalents, end of year $ 1,146,874 $ 1,329,457 $ 289,171
============= =============== ==============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 43,024 $ 1,470,780 $ 318,981
============= =============== ==============
Contribution of real estate assets to joint venture $ 0 $ 5,010,639 $ 1,090,887
============= =============== ==============
</TABLE>
Wells/Orange County Associates
On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a 52,000-
square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.
On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.
Following are the financial statements for Wells/Orange County Associates:
174
<PAGE>
Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
---------------- ------------
<S> <C> <C>
Real estate assets, at cost:
Land $2,187,501 $2,187,501
Building, less accumulated depreciation of $278,652 in 1999 and
$92,087 in 1998 4,385,463 4,572,028
----------- -----------
Total real estate assets 6,572,964 6,759,529
Cash and cash equivalents 176,666 180,895
Accounts receivable 49,679 13,123
----------- -----------
Total assets $6,799,309 $6,953,547
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 0 $ 1,550
Partnership distributions payable 173,935 176,614
----------- -----------
Total liabilities 173,935 178,164
----------- -----------
Partners' capital:
Wells Operating Partnership, L.P. 2,893,112 2,958,617
Fund X and XI Associates 3,732,262 3,816,766
----------- -----------
Total partners' capital 6,625,374 6,775,383
----------- -----------
Total liabilities and partners' capital $6,799,309 $6,953,547
=========== ===========
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
Revenues:
Rental income $795,545 $331,477
Interest income 0 448
-------- ---------
795,545 331,925
-------- ---------
Expenses:
Depreciation 186,565 92,087
Management and leasing fees 30,360 12,734
Operating costs, net of reimbursements 22,229 2,288
Interest 0 29,472
Legal and accounting 5,439 3,930
-------- ---------
244,593 140,511
-------- ---------
Net income $550,952 $191,414
======== =========
Net income allocated to Wells Operating Partnership, L.P. $240,585 $ 91,978
======== =========
</TABLE>
175
<PAGE>
<TABLE>
<S> <C> <C>
Net income allocated to Fund X and XI Associates $310,367 $ 99,436
======== ========
</TABLE>
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
--------------- -------------- ------------
<S> <C> <C> <C>
Balance, December 31, 1997 $ 0 $ 0 $ 0
Net income 91,978 99,436 191,414
Partnership contributions 2,991,074 3,863,272 6,854,346
Partnership distributions (124,435) (145,942) (270,377)
--------------- -------------- ------------
Balance, December 31, 1998 2,958,617 3,816,766 6,775,383
Net income 240,585 310,367 550,952
Partnership distributions (306,090) (394,871) (700,961)
--------------- -------------- ------------
Balance, December 31, 1999 $2,893,112 $3,732,262 $6,625,374
=============== ============== ============
</TABLE>
176
<PAGE>
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 550,952 $ 191,414
---------- -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 186,565 92,087
Changes in assets and liabilities:
Accounts receivable (36,556) (13,123)
Accounts payable (1,550) 1,550
---------- ----------
Total adjustments 148,459 80,514
---------- -----------
Net cash provided by operating activities 699,411 271,928
---------- -----------
Cash flows from investing activities:
Investment in real estate 0 (6,563,700)
---------- -----------
Cash flows from financing activities:
Issuance of note payable 0 4,875,000
Payment of note payable 0 (4,875,000)
Distributions to partners (703,640) (93,763)
Contributions received from partners 0 6,566,430
---------- ----------
Net cash (used in) provided by financing activities (703,640) 6,472,667
---------- -----------
Net (decrease) increase in cash and cash equivalents (4,229) 180,895
Cash and cash equivalents, beginning of year 180,895 0
---------- -----------
Cash and cash equivalents, end of year $ 176,666 $ 180,895
========== ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 287,916
========== ===========
</TABLE>
Wells/Fremont Associates
On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a 58,424-square-
foot warehouse and office building located in Fremont, California, known as the
Fairchild Building.
On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.
177
<PAGE>
Following are the financial statements for Wells/Fremont Associates:
Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
Real estate assets, at cost:
Land $2,219,251 $2,219,251
Building, less accumulated depreciation of $428,246 in 1999 and
$142,720 in 1998 6,709,912 6,995,439
-------------- --------------
Total real estate assets 8,929,163 9,214,690
Cash and cash equivalents 189,012 192,512
Accounts receivable 92,979 34,742
-------------- --------------
Total assets $9,211,154 $9,441,944
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 2,015 $ 3,565
Due to affiliate 5,579 2,052
Partnership distributions payable 186,997 189,490
-------------- --------------
Total liabilities 194,591 195,107
-------------- --------------
Partners' capital:
Wells Operating Partnership, L.P. 6,988,210 7,166,682
Fund X and XI Associates 2,028,353 2,080,155
-------------- --------------
Total partners' capital 9,016,563 9,246,837
-------------- --------------
Total liabilities and partners' capital $9,211,154 $9,441,944
============== ==============
</TABLE>
178
<PAGE>
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Revenues:
Rental income $902,946 $401,058
Interest income 0 3,896
----------- -----------
902,946 404,954
----------- -----------
Expenses:
Depreciation 285,526 142,720
Management and leasing fees 37,355 16,726
Operating costs, net of reimbursements 16,006 3,364
Interest 0 73,919
Legal and accounting 4,885 6,306
----------- -----------
343,772 243,035
----------- -----------
Net income $559,174 $161,919
=========== ===========
Net income allocated to Wells Operating Partnership, L.P. $433,383 $122,470
=========== ===========
Net income allocated to Fund X and XI Associates $125,791 $ 39,449
=========== ===========
</TABLE>
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
-------------- ------------- -------------
<S> <C> <C> <C>
Balance, December 31, 1997 $ 0 $ 0 $ 0
Net income 122,470 39,449 161,919
Partner contributions 7,274,075 2,083,334 9,357,409
Partnership distributions (229,863) (42,628) (272,491)
-------------- ------------- -------------
Balance, December 31, 1998 7,166,682 2,080,155 9,246,837
Net income 433,383 125,791 559,174
Partnership distributions (611,855) (177,593) (789,448)
-------------- ------------- -------------
Balance, December 31, 1999 $ 6,988,210 $2,028,353 $9,016,563
============== ============= =============
</TABLE>
179
<PAGE>
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 559,174 $ 161,919
------------- --------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 285,526 142,720
Changes in assets and liabilities:
Accounts receivable (58,237) (34,742)
Accounts payable (1,550) 3,565
Due to affiliate 3,527 2,052
------------- --------------
Total adjustments 229,266 113,595
------------- --------------
Net cash provided by operating activities 788,440 275,514
------------- --------------
Cash flows from investing activities:
Investment in real estate 0 (8,983,111)
------------- --------------
Cash flows from financing activities:
Issuance of note payable 0 5,960,000
Payment of note payable 0 (5,960,000)
Distributions to partners (791,940) (83,001)
Contributions received from partners 0 8,983,110
------------- --------------
Net cash (used in) provided by financing activities (791,940) 8,900,109
------------- --------------
Net (decrease) increase in cash and cash equivalents (3,500) 192,512
Cash and cash equivalents, beginning of year 192,512 0
------------- --------------
Cash and cash equivalents, end of year $ 189,012 $ 192,512
============= ==============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 374,299
============= ==============
</TABLE>
180
<PAGE>
Fund XI, XII, and REIT Joint Venture
On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased
a 169,510-square-foot, two-story manufacturing and office building, known as
EYBL CarTex, in Fountain Inn, South Carolina. On July 21, 1999, the joint
venture purchased a 68,900 square-foot, three-story-office building, known as
the Sprint Building, in Leawood, Kansas. On August 17, 1999, the joint venture
purchased a 130,000 square-foot office and warehouse building, known as the
Johnson Matthey Building, in Chester County, Pennsylvania. On September 20,
1999, the joint venture purchased a 62,400 square-foot, two-story office
building, known as the Gartner Building, in Fort Myers, Florida.
Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:
The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Real estate assets, at cost:
Land $ 5,048,797
Building and improvements, less accumulated depreciation of $506,582 26,811,869
--------------
Total real estate assets 31,860,666
Cash and cash equivalents 766,278
Accounts receivable 133,777
Prepaid assets and other expenses 26,486
--------------
Total assets $32,787,207
==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 112,457
Partnership distributions payable 680,294
--------------
Total liabilities 792,751
--------------
Partners' capital:
Wells Real Estate Fund XI 8,365,852
Wells Real Estate Fund XII 5,467,634
Wells Operating Partnership, L.P. 18,160,970
--------------
Total partners' capital 31,994,456
--------------
Total liabilities and partners' capital $32,787,207
==============
</TABLE>
181
<PAGE>
The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Year Ended December 31, 1999
<TABLE>
<S> <C>
Revenues:
Rental income $1,443,446
Other income 57
--------------
1,443,503
--------------
Expenses:
Depreciation 506,582
Management and leasing fees 59,230
Operating costs, net of reimbursements 6,433
Property administration 14,185
Legal and accounting 4,000
--------------
590,430
--------------
Net income $ 853,073
==============
Net income allocated to Wells Real Estate Fund XI $ 240,031
==============
Net income allocated to Wells Real Estate Fund XII $ 124,542
==============
Net income allocated to Wells Operating Partnership, L.P. $ 488,500
==============
</TABLE>
The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Year Ended December 31, 1999
<TABLE>
<CAPTION>
Wells
Wells Real Wells Real Operating Total
Estate Estate Partnership, Partners'
Fund XI Fund XII L.P. Capital
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 $ 0 $ 0 $ 0 $ 0
Net income 240,031 124,542 488,500 853,073
Partnership contributions 8,470,160 5,520,835 18,376,267 32,367,262
Partnership distributions (344,339) (177,743) (703,797) (1,225,879)
------------ ----------- ------------ -------------
Balance, December 31, 1999 $8,365,852 $5,467,634 $18,160,970 $31,994,456
============ =========== ============ =============
</TABLE>
182
<PAGE>
The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Year Ended December 31, 1999
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income $ 853,073
--------------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 506,582
Changes in assets and liabilities:
Accounts receivable (133,777)
Prepaid expenses and other assets (26,486)
Accounts payable 112,457
--------------
Total adjustments 458,776
--------------
Net cash provided by operating activities 1,311,849
--------------
Cash flows from financing activities:
Distributions to joint venture partners (545,571)
--------------
Net increase in cash and cash equivalents 766,278
Cash and cash equivalents, beginning of year 0
--------------
Cash and cash equivalents, end of year $ 766,278
==============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 1,294,686
==============
Contribution of real estate assets to joint venture $31,072,562
==============
</TABLE>
6. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL
The Operating Partnership's income tax basis net income for the years ended
December 31, 1999 and 1998 are calculated as follows:
<TABLE>
<CAPTION>
1999 1998
----------- ---------
<S> <C> <C>
Financial statement net income
Increase (decrease) in net income resulting from: $3,884,649 $334,034
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes 949,631 82,618
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes (789,599) (35,427)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes 49,906 1,634
----------- ---------
Income tax basis net income $4,094,587 $382,859
=========== =========
</TABLE>
183
<PAGE>
The Operating Partnership's income tax basis partners' capital at December 31,
1999 and 1998 is computed as follows:
<TABLE>
<CAPTION>
1999 1998
-------------- -------------
<S> <C> <C>
Financial statement partners' capital $116,015,595 $27,421,687
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of 1,032,249 82,618
amounts for income tax purposes
Capitalization of syndication costs for income tax purposes, which are 12,896,312 3,942,545
accounted for as cost of capital for financial reporting purposes
Accumulated rental income accrued for financial reporting purposes in (825,026) (35,427)
excess of amounts for income tax purposes
Accumulated expenses deductible when paid for income tax purposes, 51,540 1,634
accrued for financial reporting purposes
Dividends payable 2,166,701 408,176
-------------- -------------
Income tax basis partners' capital $131,337,371 $31,821,233
============== =============
</TABLE>
7. RENTAL INCOME
The future minimum rental income due from the Operating Partnership's direct
investment in real estate or its respective ownership interest in the joint
ventures under noncancelable operating leases at December 31, 1999 is as
follows:
Year ended December 31:
2000 $ 11,737,408
2001 11,976,253
2002 12,714,291
2003 12,856,557
2004 12,581,882
Thereafter 54,304,092
-------------
$116,170,483
=============
Three tenants contributed 32%, 16%, and 15% of rental income for the year ended
December 31, 1999. In addition, four tenants will contribute 34%, 20%, 17%, and
11% of future minimum rental income.
The future minimum rental income due the Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 3,666,570
2001 3,595,686
2002 3,179,827
2003 3,239,080
2004 3,048,152
Thereafter 5,181,003
------------
$21,910,318
============
Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the year
ended December 31, 1999. In addition, four tenants will contribute 28%, 22%,
15%, and 10% of future minimum rental income.
184
<PAGE>
The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 758,964
2001 809,580
2002 834,888
2003 695,740
------------
$3,099,172
============
One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.
The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 869,492
2001 895,577
2002 922,444
2003 950,118
2004 894,833
-----------
$4,532,464
===========
One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.
The future minimum rental income due from XI, XII and REIT under noncancelable
operating leases at December 31, 1999 is a follows:
Year ended December 31:
2000 $ 3,085,362
2001 3,135,490
2002 3,273,814
2003 3,367,231
2004 3,440,259
Thereafter 9,708,895
------------
$26,011,051
============
Four tenants contributed approximately 34%, 22%, 22%, and 12% of rental income
for the year ended December 31, 1999. In addition, four tenants will contribute
approximately 30%, 27%, 22%, and 18% of future minimum rental income.
8. NOTES PAYABLE
At December 31, 1999, the Operating Partnership had outstanding debt of
$23,929,228. Of this amount, $11,430,696 was borrowed under a construction loan
with Bank of America in order to finance the construction of a new building for
Matsushita Avionics (the "Matsushita Project") and improvements for the AT&T
Building. This loan is secured by the Matsushita Project and matures on May 10,
2001. The remaining $12,498,532 was borrowed against the revolving line of
credit from SouthTrust Bank, which is collateralized by the PwC Building and
matures on December 31, 2000. Interest is paid monthly and accrued at a
variable rate based on LIBOR plus 200 basis points for both of these debt
instruments. During 1999, the Company paid and capitalized interest costs of
$847,451 and $463,873, respectively. The estimated fair value of these notes
approximates their carrying value.
185
<PAGE>
The Operating Partnership also has a $9,825,000 line of credit from Bank of
America, which bears interest at a variable rate based on LIBOR plus 200 basis
points. No balance was outstanding at December 31, 1999 under this line of
credit.
9. COMMITMENTS AND CONTINGENCIES
On February 18, 1999, the Operating Partnership entered into a rental income
guaranty agreement with Fund VIII and IX Associates (the "joint venture"),
whereby the Operating Partnership guaranteed that the joint venture would
receive rental income on the existing Matsushita Building, equal to at least the
rent and building expenses that the joint venture would have received from
Matsushita Avionics over the remaining term of the existing lease. Matsushita
Avionics vacated the building on January 3, 2000, while the existing lease term
extends through September 2003. The Company paid approximately $61,000 to the
joint venture related to the rental income and building expenses due from
Matsushita Avionics for the remainder of January 2000. Such payments are made
from the Company's operating cash flow and reduce cash available for dividends.
On July 22, 1999, the Operating Partnership purchased a 7.49 acre tract of land
located in Midlothian, Chesterfield County, Virginia for the purpose of
constructing a four-story, 100,000 rentable square foot office building (the
"ABB Project"). The Operating Partnership entered into an office lease with ABB
Power Generation, Inc. ("ABB"), pursuant to which ABB has agreed to lease the
ABB Project upon its completion.
Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Company, the Operating Partnership,
or the Advisor. In the normal course of business, the Company, the Operating
Partnership, or the Advisor may become subject to such litigation or claims.
10. COMMON STOCK OPTION PLAN
The Wells Real Estate Investment Trust, Inc. Independent Director Stock Option
Plan ("the Plan") provides for grants of stock to be made to independent
nonemployee directors of the Company. Options to purchase 2,500 shares of
common stock at $12 per share are granted upon initially becoming an independent
director of the Company. Of these shares, 20% are exercisable immediately on
the date of grant. An additional 20% of these shares become exercisable on each
anniversary following the date of grant for a period of four years. Effective
on the date of each annual meeting of shareholders of the Company, beginning in
2000, each independent director will be granted an option to purchase 1,000
additional shares of common stock. These options vest at the rate of 500 shares
per full year of service thereafter. All options granted under the Plan expire
no later than the date immediately following the tenth anniversary of the date
of grant and may expire sooner in the event of the disability or death of the
optionee or if the optionee ceases to serve as a director.
The Company has adopted the disclosure provisions in SFAS No. 123, "Accounting
for Stock-Based Compensation." As permitted by the provisions of SFAS No. 123,
the Company applies Accounting Principles Board ("APB") Opinion No. 25 and the
related interpretations in accounting for its stock option plans and,
accordingly, does not recognize compensation cost.
186
<PAGE>
A summary of the Company's stock option activity during 1999 is as follows:
<TABLE>
<CAPTION>
Exercise
Number Price
-------- --------
<S> <C> <C>
Outstanding at December 31, 1998 0 $ 0
Granted 27,500 12
-------- --------
Outstanding at December 31, 1999 27,500 $ 12
======== ========
Outstanding options exercisable as of December 31, 1999 5,500 $ 12
======== ========
</TABLE>
The weighted average remaining contractual life of options outstanding at
December 31, 1999 is approximately 9.5 years. Based on the terms of the
options, the fair value of the options granted during 1999 is $0.
11. QUARTERLY RESULTS (UNAUDITED)
Presented below is a summary of the unaudited quarterly financial information
for the years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 Quarters Ended
--------------------------------------------------------------
March 31 June 30 September 30 December 31
------------ ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $988,000 $1,204,938 $1,803,352 $2,499,105
Net income 393,438 601,975 1,277,019 1,612,217
Basic and diluted earnings per share $ 0.10 $ 0.09 $ 0.18 $ 0.13
Dividends per share 0.17 0.17 0.18 0.18
<CAPTION>
1998 Quarters Ended
---------------------------------------------------------------
March 31 June 30 September 30 December 31
------------ ---------- -------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 0 $10,917 $73,292 $310,969
Net income 0 10,899 62,128 261,007
Basic and diluted earnings per share $0.00 $ 0.16 $ 0.06 $ 0.18
Dividends per share 0.00 0.00 0.15 0.16
</TABLE>
187
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
BALANCE SHEETS
ASSETS
<TABLE>
June 30, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
REAL ESTATE, at cost:
Land $ 21,695,304 $ 14,500,822
Building and improvements, less accumulated depreciation of
$4,655,426 in2000 and $1,726,103 in 1999 179,318,847 81,507,040
Construction in progress 7,964,288 12,561,459
-------------- --------------
Total real estate 208,978,439 108,569,321
-------------- --------------
INVESTMENT IN JOINT VENTURES (Note 2) 36,090,567 29,431,176
DUE FROM AFFILIATES 784,043 648,354
CASH AND CASH EQUIVALENTS 6,315,188 2,929,804
DEFERRED PROJECT COSTS (Note 1) 96,533 28,093
DEFERRED OFFERING COSTS (Note 1) 529,727 964,941
PREPAID EXPENSES AND OTHER ASSETS 4,809,674 1,280,601
-------------- --------------
Total assets $257,604,171 $143,852,290
============== ==============
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
LIABILITIES:
Accounts payable $ 874,735 $ 461,300
Notes payable (Note 3) 65,742,524 23,929,228
Due to affiliates (Note 4) 1,727,907 1,079,466
Dividends payable 3,315,836 2,166,701
Minority interest of unit holder in operating partnership 200,000 200,000
-------------- --------------
Total liabilities 71,861,002 27,836,695
-------------- --------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 40,000,000 shares authorized, 217,535 134,710
21,753,451 shares issued and outstanding at June 30, 2000
Additional paid-in capital 185,525,634 115,880,885
Retained earnings 0 0
-------------- --------------
Total shareholders' equity 185,743,169 116,015,595
-------------- --------------
Total liabilities and shareholders' equity $257,604,171 $143,852,290
============== ==============
</TABLE>
See accompanying condensed notes to financial statements.
188
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Rental income $4,741,141 $ 852,831 $7,892,403 $1,579,014
Equity in income of joint ventures 567,421 205,455 1,049,182 398,178
Interest income 129,056 146,652 206,442 215,746
---------- ---------- ---------- ----------
5,437,618 1,204,938 9,148,027 2,192,938
---------- ---------- ---------- ----------
EXPENSES:
Operating costs, net of reimbursements 193,459 52,211 342,267 29,616
Management and leasing fees 304,094 37,393 537,864 82,085
Depreciation 1,749,065 326,001 2,929,323 612,243
Administrative costs 174,714 40,230 231,858 69,940
Legal and accounting 78,302 29,350 97,720 56,450
Computer costs 3,425 3,360 6,493 6,063
Amortization of loan costs 63,524 2,433 86,127 4,055
Interest expense 1,350,014 111,985 1,704,066 337,073
---------- ---------- ---------- ----------
3,916,597 602,963 5,935,718 1,197,525
---------- ---------- ---------- ----------
NET INCOME $1,521,021 $ 601,975 $3,212,309 $ 995,413
========== ========== ========== ==========
BASIC AND DILUTED EARNINGS PER SHARE $0.08 $0.09 $0.19 $0.19
========== ========== ========== ==========
</TABLE>
See accompanying condensed notes to financial statements.
189
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999
AND FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-In Retained Shareholders'
---------------------
Shares Amount Capital Earnings Equity
---------- -------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1998 3,154,136 $ 31,541 $ 27,056,112 $ 334,034 $ 27,421,687
Issuance of common stock 10,316,949 103,169 103,066,321 0 103,169,490
Net income 0 0 0 3,884,649 3,884,649
Dividends ($.70 per share) 0 0 (1,346,240) (4,218,683) (5,564,923)
Sales commission 0 0 (9,801,197) 0 (9,801,197)
Other offering expenses 0 0 (3,094,111) 0 (3,094,111)
---------- -------- ------------ ----------- -------------
BALANCE, December 31, 1999 13,471,085 134,710 115,880,885 0 116,015,595
Issuance of common stock 8,299,382 82,994 82,910,829 0 82,993,823
Net income 0 0 0 3,212,309 3,212,309
Dividends ($.356 per share) 0 0 (2,743,130) (3,212,309) (5,955,439)
Sales commission 0 0 (7,868,248) 0 (7,868,248)
Other offering expenses 0 0 (2,484,708) 0 (2,484,708)
Common stock retired (17,016) (169) (169,994) 0 (170,163)
---------- -------- ------------ ----------- -------------
BALANCE, June 30, 2000 21,753,451 $217,535 $185,525,634 $ 0 $ 185,743,169
========== ======== ============ =========== =============
</TABLE>
See accompanying condensed notes to financial statements.
190
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
---------------------------------
June 30, June 30,
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,212,309 $ 995,413
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 2,929,323 612,243
Amortization of organizational costs 86,127 4,055
Equity in income of joint venture (1,049,182) (398,178)
Changes in assets and liabilities:
Accounts payable 413,435 133,617
Increase in prepaid expenses and other assets (3,615,200) (1,312,721)
Increase due to affiliates 1,083,655 78,526
------------- ------------
Net cash provided by operating activities 3,060,467 112,955
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate (100,790,679) (19,178,396)
Investment in joint venture (6,782,935) (3,591,828)
Deferred project costs (2,898,827) (1,615,756)
Distributions received from joint ventures 1,319,662 528,869
------------- ------------
Net cash used in investing activities (109,152,779) (23,857,111)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 66,170,746 9,918,935
Repayment of note payable (24,357,450) (14,059,930)
Dividends paid (4,806,304) (1,038,189)
Issuance of common stock 82,993,823 46,164,450
Sales commissions paid (7,868,248) (4,385,623)
Offering costs paid (2,484,708) (1,384,933)
Common stock retired (170,163) 0
------------- ------------
Net cash provided by financing activities 109,477,696 35,214,710
------------- ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,385,384 11,470,554
CASH AND CASH EQUIVALENTS, beginning of year 2,929,804 7,979,403
------------- ------------
CASH AND CASH EQUIVALENTS, end of period $ 6,315,188 $ 19,449,957
============= ============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Deferred project costs applied to investing activities $ 2,830,387 $ 1,001,925
============= ============
Increase (decrease) in deferred offering cost accrual $ (435,214) $ (19,205)
============= ============
</TABLE>
See accompanying condensed notes to financial statements.
191
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
AND SUBSIDIARY
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General
Wells Real Estate Investment Trust, Inc. (the "Company" or "Registrant") is a
Maryland corporation formed on July 3, 1997. The Company is the sole general
partner of Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited
partnership organized for the purpose of acquiring, developing, owning,
operating, improving, leasing, and otherwise managing for investment purposes
income-producing commercial properties.
On January 30, 1998, the Company commenced a public offering of up to 16,500,000
shares of common stock at $10 per share pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933. The Company commenced active
operations on June 5, 1998, when it received and accepted subscriptions for
125,000 shares. The Company terminated its initial public offering on December
19, 1999, and on December 20, 1999, the Company commenced a second follow-on
public offering of up to 22,200,000 shares of common stock at $10 per share. As
of June 30, 2000, the Company had sold 21,770,468 shares for total capital
contributions of $217,704,678. After payment of $7,613,708 in Acquisition and
Advisory Fees and Acquisition Expenses, payment of $27,191,814 in selling
commissions and organization and offering expenses, capital contributions and
acquisition expenditures by Wells OP of $179,502,869 in property acquisitions
and common stock redemptions of $170,163 pursuant to the Company's share
redemption program, the Company was holding net offering proceeds of $3,226,124
available for investment in properties. An additional $65,742,524 was spent for
acquisition expenditures and was funded by loans from various lending
institutes.
Wells OP owns interest in properties both directly and through equity ownership
in the following joint ventures: (i) the Fund IX-X-XI-REIT Joint Venture, a
joint venture among Wells OP and Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the "Fund IX-X-XI-REIT
Joint Venture"), (ii) Wells/Fremont Associates (the "Fremont Joint Venture"), a
joint venture between Wells OP and Fund X and Fund XI Associates, which is a
joint venture between Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P. (the "Fund X-XI Joint Venture"), (iii) Wells/Orange County Associates
(the "Cort Joint Venture") a joint venture between Wells OP and the Fund X-XI
Joint Venture, (iv) the Fund XI-XII-REIT Joint Venture, a joint venture among
Wells OP, Wells Real Estate Fund XI, L.P., and Wells Real Estate Fund XII, L.P.
(the "Fund XI-XIII-REIT Joint Venture"), and (v) the Fund XII-REIT Joint
Venture, a joint venture between Wells OP and Wells Real Estate Fund XII, L.P.
(the "Fund XII-REIT Joint Venture").
As of June 30, 2000, Wells OP owned interest in the following properties either
directly or through its interests in joint ventures: (i) a three-story office
building in Knoxville, Tennessee (the "ABB-Knoxville Building"); (ii) a two-
story office building in Louisville, Colorado (the "Ohmeda Building"); (iii) a
three-story office building in Broomfield, Colorado (the "360 Interlocken
Building"); (iv) a one-story office building in Oklahoma City, Oklahoma (the
"Lucent Technologies Building"); (v) a one-story warehouse and office building
in Ogden, Utah (the "Iomega Building"), all five of which are owned by the Fund
IX-X-XI-REIT Joint Venture; (vi) a two-story warehouse office building in
Fremont, California (the "Fremont Building"), which is owned by the Fremont
Joint Venture; (vii) a one-story warehouse and office building in Fountain
Valley, California (the "Cort Building"), which is owned by the Cort Joint
Venture; (viii) a four-story office building in Tampa, Florida (the "PWC
Building"); (ix) a four-story office building in Harrisburg, Pennsylvania (the
"AT&T Building"), which are owned directly by Wells OP; (x) a two-story
manufacturing and office building located in Fountain Inn, South Carolina (the
"EYBL CarTex Building"); (xi) a three-story office building located in Leawood,
Kansas (the "Sprint Building"); (xii) a one
192
<PAGE>
story office building and warehouse in Tredyffrin Township, Pennsylvania (the
"Johnson Matthey Building"); (xiii) a two-story office building in Ft. Meyers,
Florida (the "Gartner Building"), all four of which are owned by Fund XI-XII-
REIT Joint Venture; (xiv) a two-story office building located in Lake Forest,
California (the "Matsushita Project"); (xv) a four-story office building under
construction in Richmond, Virginia (the "ABB-Richmond Building"); (xvi) a two-
story office building and warehouse in Wood Dale, Illinois (the "Marconi
Building"); (xvii) a five-story office building in Plano, Texas (the "Cinemark
Building"); (xviii) a three-story office building in Tulsa, Oklahoma (the
"Metris Building"); (xix) a two-story office building in Scottsdale, Arizona
(the "Dial Building"); (xx) a two-story office building in Tempe, Arizona (the
"ASML Building"); (xxi) a two-story office building in Tempe, Arizona (the
"Motorola Building"); (xxii) a two-story office building in Tempe, Arizona (the
"Avnet Building"); (xxiii) a three-story office building in Troy, Michigan (the
"Delphi Building"); all ten of which are owned directly by Wells OP; and (xxiv)
a three-story office building in Troy, Michigan (the "Siemens Building"), which
is owned by the Fund XII-REIT Joint Venture.
(b) Deferred Project Costs
The Company pays Acquisition and Advisory Fees and Acquisition Expenses to Wells
Capital, Inc., the Advisor, for acquisition and advisory services and as
reimbursement for acquisition expenses. These payments may not exceed 3 1/2% of
shareholders' capital contributions. Acquisition and Advisory Fees and
Acquisition Expenses paid as of June 30, 2000, amounted to $7,613,708 and
represented approximately 3 1/2% of shareholders' capital contributions
received. These fees are allocated to specific properties as they are
purchased.
(c) Deferred Offering Costs
The Advisor pays all the offering expenses for the Company. The Advisor may be
reimbursed by the Company to the extent that such offering expenses do not
exceed 3% of shareholders' capital contributions.
(d) Employees
The Company has no direct employees. The employees of Wells Capital, Inc., the
Company's Advisor, perform a full range of real estate services including
leasing and property management, accounting, asset management and investor
relations for the Company.
(e) Insurance
Wells Management Company, Inc., an affiliate of the Company and the Advisor,
carries comprehensive liability and extended coverage with respect to all the
properties owned directly and indirectly by the Company. In the opinion of
management of the registrant, the properties are adequately insured.
(f) Competition
The Company will experience competition for tenants from owners and managers of
competing projects which may include its affiliates. As a result, the Company
may be required to provide free rent; reduced charges for tenant improvements
and other inducements, all of which may have an adverse impact on results of
operations. At the time the Company elects to dispose of its properties, the
Company will also be in competition with sellers of similar properties to locate
suitable purchasers for its properties.
(g) Basis of Presentation
Substantially all of the Company's business is conducted through Wells OP. At
December 31, 1997, the Wells OP had issued 20,000 limited partner units to Wells
Capital, Inc., the Advisor, in exchange for a capital contribution of $200,000.
The Company is the sole general partner in Wells OP; consequently, the
accompanying consolidated balance sheet of the Company includes the amounts of
both the Company and Wells OP.
The consolidated financial statements of the Company have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting
193
<PAGE>
principles for complete financial statements. These quarterly statements have
not been examined by independent accountants, but in the opinion of the Board of
Directors, the statements for the unaudited interim periods presented include
all adjustments, which are of a normal and recurring nature, necessary to
present a fair presentation of the results for such periods. For further
information, refer to the financial statements and footnotes included in the
Company's Form 10-K for the year ended December 31, 1999.
(h) Distribution Policy
The Company will make distributions each taxable year (not including a return of
capital for federal income tax purposes) equal to at least 95% of its real
estate investment trusts taxable income. The Company intends to make regular
quarterly distributions to holders of the shares. Distributions will be made to
those shareholders who are shareholders as of the record date selected by the
Directors. Distributions will be declared on a monthly basis and paid on a
quarterly basis during the Offering period and declared and paid quarterly
thereafter.
(i) Income Taxes
The Company has made an election under Section 856 (C) of the Internal Revenue
Code 1986, as amended (the "Code"), to be taxed as a Real Estate Investment
Trust ("REIT") under the Code beginning with its taxable year ended December 31,
1998. As a REIT for federal income tax purposes, the Company generally will not
be subject to federal income tax on income that it distributes to its
shareholders. If the Company fails to qualify as a REIT in any taxable year, it
will then be subject to federal income tax on its taxable income at regular
corporate rates and will not be permitted to qualify for treatment as a REIT for
federal income tax purposes for four years following the year during which
qualification is lost. Such an event could materially adversely affect the
Company's net income and net cash available to distribute to shareholders.
However, the Company believes that it is organized and operates in such a manner
as to qualify for treatment as a REIT and intends to continue to operate in the
foreseeable future in such a manner so that the Company will remain qualified as
a REIT for federal income tax purposes.
(j) Statement of Cash Flows
For the purpose of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments.
2. INVESTMENTS IN JOINT VENTURES
The Company owned interests in 24 office buildings through its ownership in
Wells OP, which owns interest in five joint ventures. The Company does not have
control over the operations of these joint ventures; however, it does exercise
significant influence. Accordingly, investment in joint venture is recorded
using the equity method.
The following describes additional information about certain of the properties
in which the Company owns an interest as of June 30, 2000.
Fund XII-REIT Joint Venture
On April 10, 2000, Wells Fund XII and Wells OP, the Operating Partnership for
Wells Real Estate Investment Trust, Inc., entered into a Joint Venture
Partnership Agreement for the purpose of acquiring, owning, leasing, operating
and managing real properties. The Joint Venture Partnership is known as the
Fund XII-REIT Joint Venture Partnership (the "Fund XII-REIT Joint Venture").
As of June 30, 2000, Wells OP had contributed approximately $6,782,935 for an
approximate 50% equity interest in the Fund XII-REIT Joint Venture. As of June
30, 2000, Wells Fund XII also had an approximate 50% equity interest in the Fund
XII-REIT Joint Venture.
194
<PAGE>
Siemens Building
On May 10, 2000, the Fund XII-REIT Joint Venture acquired the Siemens Building,
a three-story office building containing approximately 77,054 rentable square
feet on a 5.3-acre tract of land located in Troy, Oakland County, Michigan, for
a purchase price of $14,265,000, excluding acquisition costs. The entire
Siemens Building is currently under a net lease agreement with Siemens which was
assigned to the Fund XII-REIT Joint Venture at closing. The lease currently
expires on August 31, 2010, and Siemens has the right to extend the lease for
two additional five year periods of time at 95% of the then current fair market
rental rate.
Under the lease, Siemens is required to pay as additional monthly rent its gas,
water and electricity costs and all operating expenses including, but not
limited to, garbage and waste disposal, telephone, sprinkler service, janitorial
service, security, insurance premiums, all taxes, assessments and other
governmental levies and such other operating expenses with respect to the
Siemens Building. In addition, Siemens is responsible for all routine
maintenance and repairs to its portion of the Siemens Building. Siemens is
responsible for maintenance of the common and service areas and the central
heating, ventilation and air conditioning systems of the building.
The Fund XII-REIT Joint Venture, as landlord, is responsible for the repair and
replacement of the roof, foundation, loan bearing items, exterior surface walls,
plumbing, pipes, conduits and electrical, mechanical and plumbing systems of the
Siemens Building. Siemens must obtain written consent from the Fund XII-REIT
Joint Venture before making any alterations to the premises in excess of
$100,000 in the aggregate within any 12-month period.
Under the terms of the Siemens, lease the Fund XII-REIT Joint Venture is
required to reimburse Siemens for tenant improvement costs in the amount of
$1,954,516. The Fund XII-REIT Joint Venture received a credit at closing in an
amount equal to this tenant improvement allowance.
Siemens has a one-time right to cancel the Siemens lease effective after the
90th month of the term if Siemens (a) provides written notice of such
cancellation on or before the last day of the 78th month, and (b) pays a
cancellation fee to the Fund XII-REIT Joint Venture currently calculated to be
approximately $1,234,160.
For additional information regarding the Siemens Building, refer to Supplement
No. 4 dated July 21, 2000 to the Prospectus of Wells Real Estate Investment
Trust, Inc. dated December 20, 1999, which was filed with the Commission on July
21, 2000 (Commission File No. 333-83933).
The Avnet Building
On June 12, 2000, Wells OP purchased a two-story office building with
approximately 130,070 rentable square feet on a 9.63-acre tract of land located
at 8700 Price Road, Tempe, Maricopa County, Arizona (the "Avnet Building") from
Ryan Companies US, Inc. The purchase price for the Avnet Building was
$13,250,000, excluding closing costs.
The land upon which the Avnet Building is situated is subject to a long-term
ground lease (the "Avnet Ground Lease") with the Research Park and, at closing,
Wells OP was assigned and assumed all the tenant's rights, duties and
obligations under the Avnet Ground Lease which commenced November 19, 1997 and
expires on December 31, 2082. The annual ground lease payment for the first 15
years of the Avnet Ground Lease term is $230,777.
The entire Avnet Building is currently under a net lease agreement (the "Avnet
Lease") with Avnet, Inc. ("Avnet"). The landlord's interest in the Avnet Lease
was assigned to Wells OP at the closing. The initial term of the Avnet Lease is
ten years, which expires on May 31, 2010. Avnet has the right to extend the
Avnet Lease for two additional five-year periods of time. The current annual
rent payable under the Avnet Lease is $1,516,164, out of which Wells OP will be
required to make the annual ground lease payment described above.
The Avnet Building is occupied by Avnet Inc., a worldwide industrial distributor
of electronic components and computer products.
195
<PAGE>
For additional information regarding the Avnet Building, refer to Supplement No.
4 dated July 21, 2000 to the Prospectus of Wells Real Estate Investment Trust,
Inc. dated December 20, 1999, which was filed with the Commission on July 21,
2000 (Commission File No. 333-83933).
The Delphi Building
On June 29, 2000, Wells OP acquired a 107,193 square-foot, three-story, single-
tenant office property ( the "Delphi Building") fully leased long-term to a
subsidiary of Delphi Automotive Systems Corporation (the "Delphi Lease").
The $19,800,000 acquisition is 100% owned by the Wells OP and is 100% occupied.
The tenant has signed a ten-year lease. The tenant is a subsidiary of Delphi
Automotive Systems Corporation, a diversified supplier of automotive parts and
components. Delphi employs over 216,000 people in more than 36 countries and
sells its products to every major manufacturer of light automotive vehicles in
the world.
The Delphi Building is located on a 5.52-acre tract of land in Troy, Michigan.
The landlord's interest in the Delphi Lease was assigned to Wells OP at the
closing. The initial term of the Delphi Lease is ten years, which expires on
December 31, 2010. The current annual rent payable under the Delphi Lease is
$1,715,088.
For additional information regarding the Delphi Building, refer to Supplement
No. 4 dated July 21, 2000 to the Prospectus of Wells Real Estate Investment
Trust, Inc. dated December 20, 1999, which was filed with the Commission on July
21, 2000 (Commission File No. 333-83933).
3. NOTES PAYABLE
Notes payable, as of June 30, 2000, consists of loans of (i) $10,320,100 due to
SouthTrust Bank secured by a first mortgage against the PWC Building; (ii)
$6,465,505 due to SouthTrust Bank secured by a pledge of the ABB property and
the ABB Richmond Lease, which is secured by a $4,000,000 letter of credit; (iii)
$14,213,986 due to Bank of America secured by a first priority mortgage against
the Matsushita Property; (iv) $26,642,933 due to Bank of America secured by
first mortgages on the AT&T and Marconi buildings; (v) $8,000,000 due to
Richter-Schroeder Company, Inc. secured by a first mortgage against the Metris
Building; and (vi) $100,000 due to Ryan Companies US, Inc. secured by a first
mortgage on the Avnet Building.
4. DUE TO AFFILIATES
Due to affiliates consists of Acquisitions and Advisory Fees and Acquisition
Expenses, deferred offering costs, and other operating expenses paid by the
Advisor on behalf of the Company. Also included in Due to Affiliates is the
Matsushita lease guarantee which is explained in detail in the December 31, 1999
10-K. Payments of $462,928 have been made as of June 30, 2000 toward fulfilling
the Matsushita agreement.
196
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Wells Real Estate Investment Trust, Inc.:
We have audited the accompanying statement of revenues over certain operating
expenses for the DIAL BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement. An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Dial
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Dial
Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Dial Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 10, 2000
197
<PAGE>
DIAL BUILDING
STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
RENTAL REVENUES $1,388,868
OPERATING EXPENSES, net of reimbursements 0
----------
REVENUES OVER CERTAIN OPERATING EXPENSES $1,388,868
==========
The accompanying notes are an integral part of this statement.
198
<PAGE>
DIAL BUILDING
NOTES TO STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Dial Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Dial Building was $14,250,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the Dial Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $35,712. The funds used to
purchase the Dial Building consisted of cash and proceeds from Wells OP's lines
of credit with SouthTrust Bank, N.A. and Bank of America, N.A.
The entire 129,689 rentable square feet of the Dial Building is currently under
a net lease agreement (the "Lease") with Dial Corporation ("Dial"). The Lease
was assigned to Wells OP at closing. The Lease commenced on August 14, 1997 and
expires on August 31, 2008. Dial has the right to extend the Lease for two
additional five-year periods at 95% of the then-current fair market rental rate.
Under the Lease, Dial is required to pay as additional rent all real estate
taxes, special assessments, utilities, insurance, and other operating costs
associated with the Dial Building during the term of the Lease. In addition,
Dial is responsible for repair and maintenance of the roof, walls, structure,
and foundation, landscaping, and heating, ventilating, air conditioning,
mechanical, electrical, plumbing, and other systems.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
2. BASIS OF ACCOUNTING
The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Dial Building after
acquisition by Wells OP.
199
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Wells Real Estate Investment Trust, Inc.:
We have audited the accompanying statement of revenues over certain operating
expenses for the ASML BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the ASML
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the ASML
Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the ASML Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 10, 2000
200
<PAGE>
ASML BUILDING
STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
REVENUES:
Rental income $1,849,908
Tenant reimbursements 242,143
----------
Total revenues 2,092,051
----------
OPERATING EXPENSES:
Ground lease 206,625
Insurance 9,628
----------
Total operating expenses 216,253
----------
REVENUES OVER CERTAIN OPERATING EXPENSES $1,875,798
==========
The accompanying notes are an integral part of this statement.
201
<PAGE>
ASML BUILDING
NOTES TO STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate, and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the ASML Building from Ryan Companies U.S., Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the ASML Building was $17,355,000.
Wells OP incurred additional acquisition expenses in connection with the
purchase of the ASML Building, including attorney's fees, recording fees, loan
fees, and other closing costs, of approximately $48,875. The funds used to
purchase the ASML Building consisted of cash and proceeds obtained from Wells
OP's lines of credit with SouthTrust Bank, N.A. and Bank of America, N.A. Wells
OP also assumed a ground lease with Research Park on 9.51 acres. The ground
lease commenced August 22, 1997 and expires on December 31, 2082.
The entire 95,133 rentable square feet of the ASML Building is currently under a
net lease agreement (the "Lease") with ASML Lithography, Inc. ("ASML"). The
Lease was assigned to Wells OP at closing. The Lease commenced on June 4, 1998
and expires on June 30, 2013. ASML has the right to extend the Lease for two
additional five-year periods at the prevailing market rental rate, but in no
event less than the rate in force at the end of the preceding lease term. Under
the Lease, ASML is required to pay as additional rent the rent associated with
the ground lease described above and all real estate taxes, special assessments,
utilities, insurance, and other operating costs associated with the ASML
Building during the term of the Lease. In addition, ASML is responsible for
repair and maintenance of the roof, walls, structure, and foundation,
landscaping, and the heating, ventilating, air conditioning, mechanical,
electrical, plumbing, and other systems.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
2. BASIS OF ACCOUNTING
The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the ASML Building after
acquisition by Wells OP.
202
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Wells Real Estate Investment Trust, Inc.:
We have audited the accompanying statement of revenues over certain operating
expenses for the MOTOROLA BUILDING for the year ended December 31, 1999. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Motorola
Building after acquisition by the Wells Operating Partnership, L.P. (on behalf
of Wells Real Estate Investment Trust, Inc.). The accompanying statement of
revenues over certain operating expenses was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and is not intended to be a complete presentation of the Motorola
Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Motorola Building for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 10, 2000
203
<PAGE>
MOTOROLA BUILDING
STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
REVENUES:
Rental income $1,817,366
Tenant reimbursements 290,287
----------
Total revenues 2,107,653
----------
OPERATING EXPENSES:
Ground lease 243,826
Insurance 11,951
----------
Total operating expenses 255,777
----------
REVENUES OVER CERTAIN OPERATING EXPENSES $1,851,876
==========
The accompanying notes are an integral part of this statement.
204
<PAGE>
MOTOROLA BUILDING
NOTES TO STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1999
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On March 29, 2000, the Wells Operating Partnership L.P. ("Wells OP"), a Delaware
Limited Partnership formed to acquire, own, lease, operate and manage real
properties on behalf of the Wells Real Estate Investment Trust, Inc., acquired
the Motorola Building from Ryan Companies US, Inc. ("Ryan"). Ryan is not an
affiliate of Wells OP. The purchase price of the Motorola Building was
$16,000,000. Wells OP incurred additional acquisition expenses in connection
with the purchase of the Motorola Building, including attorney's fees, recording
fees, loan fees, and other closing costs, of approximately $36,622. The funds
used to purchase the Motorola Building consisted of cash and proceeds obtained
from Wells OP's lines of credit with SouthTrust Bank, N.A. and Bank of America,
N.A. In addition, $5,000,000 in loan proceeds were provided by Ryan as seller
financing. Wells OP also assumed a ground lease with Research Park on 12.44
gross acres. The ground lease commenced November 19, 1997 and expires on
December 31, 2082.
The entire 133,225 rentable square feet of the Motorola Building is currently
under a net lease agreement (the "Lease") with Motorola, Inc. ("Motorola"). The
Lease was assigned to Wells OP at closing. The initial term of the Lease is
seven years, which commenced on August 17, 1998 and expires on August 31, 2005.
Motorola has the right to extend the Lease for four additional five-year periods
at the prevailing market rental rate. Under the lease, Motorola is required to
pay as additional rent the rent associated with the ground lease described above
and all real estate taxes, special assessments, utilities, insurance, and other
operating costs associated with the Motorola Building during the term of the
Lease. In addition, Motorola's responsible for repair and maintenance of the
roof, walls, structure, and foundation, landscaping, and the heating,
ventilating, air conditioning, mechanical, electrical, plumbing, and other
systems.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
2. BASIS OF ACCOUNTING
The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission for real estate properties acquired. Accordingly, the statement
excludes certain historical expenses, such as depreciation, interest, and
management fees, not comparable to the operations of the Motorola Building after
acquisition by Wells OP.
205
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma statements of income for the year ended
December 31, 1999 and the six month period ended June 30, 2000 have been
prepared to give effect to the acquisition of the Dial Building, the ASML
Building, and the Motorola Building by the Wells Operating Partnership, L.P.
("Wells OP") as if each acquisition occurred on January 1, 1999. An unaudited
pro forma balance sheet as of June 30, 2000 has not been prepared since no
acquisitions have occurred subsequent thereto.
Wells OP is a Delaware limited partnership that was organized to own and operate
properties on behalf of the Wells Real Estate Investment Trust, Inc., which is
the general partner of the Wells OP.
These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or of actual
results that would have been achieved had the acquisitions been consummated at
the beginning of the period presented.
206
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma Adjustments
-----------------------------------------------
Wells Real
Estate Investment Dial ASML Motorola Pro Forma
Trust, Inc. Building Building Building Total
----------------- --------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental income $4,735,184 $1,388,868(a) $1,849,908(a) $1,817,366(a) $ 9,791,326
Equity in income of joint ventures 1,243,969 0 0 0 1,243,969
Interest income 502,993 0 0 0 502,993
Other income 13,249 0 0 0 13,249
---------- ---------- ---------- ---------- -----------
6,495,395 1,388,868 1,849,908 1,817,366 11,551,537
---------- ---------- ---------- ---------- -----------
EXPENSES:
Depreciation 1,726,103 449,419(b) 725,185(b) 668,214(b) 3,568,921
Interest 442,029 944,055(c) 1,132,866(c) 681,429(c) 3,650,379
450,000(d)
Operating costs, net of reimbursements (74,666) 0 (25,890)(e) (34,510)(e) (135,066)
Management and leasing fees 257,744 83,332(f) 104,114(f) 94,670(f) 539,860
General and administrative 123,776 0 0 0 123,776
Legal and accounting 115,471 0 0 0 115,471
Computer costs 11,368 0 0 0 11,368
Amortization of organizational costs 8,921 0 0 0 8,921
---------- ---------- ---------- ---------- -----------
2,610,746 1,476,806 1,936,275 1,859,803 7,883,630
---------- ---------- ---------- ---------- -----------
NET INCOME $3,884,649 $ (87,938) $ (86,367) $ (42,437) $ 3,667,907
========== ========== ========== ========== ===========
HISTORICAL EARNINGS PER SHARE (BASIC AND DILUTED) $ 0.50
==========
PRO FORMA EARNINGS PER SHARE (BASIC AND DILUTED) $ 0.23(g)
===========
</TABLE>
(a) Rental income recognized on a straight-line basis.
(b) Depreciation expense on the building using the straight-line
method and a 25-year life.
(c) Interest expense on the $9,000,000 line-of-credit with SouthTrust
Bank, N.A. and the $26,500,000 line-of-credit with Bank of
America N.A., which bear interest at 7.77%. Total proceeds from
both lines-of-credit and the seller financing have been allocated
based on the properties' pro-rata portion of the total purchase
price.
(d) Interest expense on the $5,000,000 note payable with Ryan
Companies U.S. Inc., the seller, which bears interest at 9%. The
seller financing specifically relates to the Motorola Building;
consequently, all of the related interest expense is allocated to
the Motorola Building.
(e) Consists of ground lease and insurance expense, which total
$216,253 (ASML) and $255,777 (Motorola), net of tenant
reimbursements of $242,143 (ASML) and $290,287 (Motorola).
(f) Management and leasing fees equal approximately 6% of rental
income.
(g) As of the property acquisition date of March 29, 2000, Wells Real
Estate Investment Trust, Inc. had 16,104,224 shares of common
stock outstanding; pro forma earnings per share is calculated as
if these shares were outstanding for the entire year ended
December 31, 1999.
207
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
PRO FORMA STATEMENT OF INCOME
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Wells Real
Estate Pro Forma Adjustments
------------------------------------- Pro
DIAL
Investment ASML Motorola Forma
Trust, Inc. Building Building Building Total
---------- -------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
REVENUES:
Rental income $7,892,403 $ 347,217(a) $ 462,477(a) $454,342(a) $ 9,156,439
Equity in income of joint ventures 1,049,182 0 0 0 1,049,182
Interest income 206,442 0 0 0 206,442
---------- --------- ---------- -------- ------------
9,148,027 347,217 462,477 454,342 10,412,063
---------- --------- ---------- -------- ------------
EXPENSES:
Depreciation 2,929,323 112,355(b) 181,296(b) 167,054(b) 3,390,028
Interest 1,704,066 236,014(c) 283,217(c) 170,357(c) 2,506,154
112,500(d)
Operating costs, net of reimbursements 342,267 0 (6,473)(e) (8,627)(e) 327,167
Management and leasing fees 537,864 20,833(f) 26,029(f) 23,668(f) 608,394
General and administrative 231,858 0 0 0 231,858
Legal and accounting 97,720 0 0 0 97,720
Computer costs 6,493 0 0 0 6,493
Amortization of loan costs 86,127 0 0 0 86,127
---------- --------- ---------- -------- ------------
5,935,718 369,202 484,069 464,952 7,253,941
---------- --------- ---------- -------- ------------
NET INCOME $3,212,309 $ (21,985) $ (21,592) $(10,610) $ 3,158,122
========== ========= ========== ======== ============
HISTORICAL EARNINGS PER SHARE
(BASIC AND DILUTED) $ 0.19
==========
PRO FORMA EARNINGS PER SHARE
(BASIC AND DILUTED) $ 0.20(g)
============
</TABLE>
(a) Rental income recognized on a straight-line basis.
(b) Depreciation expense on the building using the straight-line
method and a 25-year life.
(c) Interest expense on the $9,000,000 line-of-credit with SouthTrust
Bank, N.A. and the $26,500,000 line-of-credit with Bank of
America N.A., which bear interest at 7.77%. Total proceeds from
both lines-of-credit and the seller financing have been allocated
based on the properties' pro-rata portion of the total purchase
price.
(d) Interest expense on the $5,000,000 note payable with Ryan
Companies U.S. Inc., the seller, which bears interest at 9%. The
seller financing specifically relates to the Motorola Building;
consequently, all of the related interest expense is allocated to
the Motorola Building.
(e) Consists of ground lease and insurance expense, which total
$54,063 (ASML) and $63,944 (Motorola), net of tenant
reimbursements of $60,536 (ASML) and $72,571 (Motorola).
(f) Management and leasing fees equal approximately 6% of rental
income.
(g) As of the property acquisition date of March 29, 2000, Wells Real
Estate Investment Trust, Inc. had 16,104,224 shares of common
stock outstanding; pro forma earnings per share is calculated as
if these shares were outstanding for the entire year ended
December 31, 1999.
208
<PAGE>
PRIOR PERFORMANCE TABLES
The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by the advisor and its
affiliates (Wells Public Programs) which have investment objectives similar to
Wells Real Estate Investment Trust, Inc. (Wells REIT). (See "Investment
Objectives and Criteria.") All of the Wells Public Programs, except for the
Wells REIT, have used substantial amounts of capital, and no acquisition
indebtedness, to acquire their properties.
Prospective investors should read these Tables carefully together with the
summary information concerning the Wells Public Programs as set forth in "Prior
Performance Summary" section of this prospectus.
Investors in the Wells REIT will not own any interest in other Wells Public
Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in the Wells Public Programs.
The advisor is responsible for the acquisition, operation, maintenance and
resale of the real estate properties. The financial results of the Wells Public
Programs thus provide an indication of the advisor's performance of its
obligations during the periods covered. However, general economic conditions
affecting the real estate industry and other factors contribute significantly to
financial results.
The following tables are included herein:
Table I - Experience in Raising and Investing Funds (As a Percentage of
Investment)
Table II - Compensation to Sponsor (in Dollars)
Table III - Annual Operating Results of Wells Public Programs
Table IV (Results of completed programs) and Table V (sales or disposals of
property) have been omitted since none of the Wells Public Programs have sold
any of their properties to date.
Additional information relating to the acquisition of properties by the
Wells Public Programs is contained in Table VI, which is included in Part II of
the registration statement which the Wells REIT has filed with the Securities
and Exchange Commission. As described above, no Wells Public Program has sold or
disposed of any property held by it. Copies of any or all information will be
provided to prospective investors at no charge upon request.
The following are definitions of certain terms used in the Tables:
"Acquisition Fees" shall mean fees and commissions paid by a Wells Public
Program in connection with its purchase or development of a property, except
development fees paid to a person not affiliated with the Wells Public Program
or with a general partner or advisor of the Wells Public Program in connection
with the actual development of a project after acquisition of the land by the
Wells Public Program.
"Organization Expenses" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
sponsor in connection with the planning and formation of the Wells Public
Program.
209
<PAGE>
"Underwriting Fees" shall include selling commissions and wholesaling fees
paid to broker-dealers for services provided by the broker-dealers during the
offering.
210
<PAGE>
TABLE I
(UNAUDITED)
EXPERIENCE IN RAISING AND INVESTING FUNDS
This Table provides a summary of the experience of the sponsors of Wells
Public Programs for which offerings have been completed since December 31, 1996.
Information is provided with regard to the manner in which the proceeds of the
offerings have been applied. Also set forth is information pertaining to the
timing and length of these offerings and the time period over which the proceeds
have been invested in the properties. All figures are as of December 31, 1999.
<TABLE>
<CAPTION>
Wells Real Wells Real Wells Real Wells Real Estate
Estate Fund Estate Fund Estate Fund Investment
IX, L.P. X, L.P. XI, L.P. Trust, Inc.
----------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Dollar Amount Raised $35,000,000/(3)/ $27,128,912/(4)/ $16,532,802/(5)/ $132,181,919/(6)/
================ ================ ================ =================
Percentage Amount Raised 100.0%/(3)/ 100%/(4)/ 100%/(5)/ 100%/(6)/
Less Offering Expenses
Underwriting Fees 10.0% 10.0% 9.5% 9.5%
Organizational Expenses 5.0% 5.0% 3.0% 3.0%
Reserves/(1)/ 0.0% 0.0% 0.0% 0.0%
---------------- ---------------- ---------------- -----------------
Percent Available for Investment 85.0% 85.0% 87.5% 87.5%
Acquisition and Development Costs
Prepaid Items and Fees related to
Purchase of Property 2.0% 5.4% 0.0% 1.1%
Cash Down Payment 67.1% 60.5% 84.0% 82.0%
Acquisition Fees/(2)/ 4.0% 4.0% 3.5% 3.5%
Development and Construction Costs 11.9% 14.1% 0.0% 0.3%
Reserve for Payment of Indebtedness 0.0% 0.0% 0.0% 0.0%
---------------- ---------------- ---------------- -----------------
Total Acquisition and Development Cost 85.0% 84.0% 87.5% 86.9%
Percent Leveraged 0.0% 0.0% 0.0% 17.6%
================ ================ ================ =================
Date Offering Began 01/05/96 12/31/96 12/31/97 01/30/98
Length of Offering 12 mo. 12 mo. 12 mo. 23 mo.
Months to Invest 90% of Amount Available for
Investment (Measured from Beginning of 14 mo. 19 mo. 20 mo. 21 mo.
Offering)
Number of Investors as of 12/31/99 2,120 1,812 1,345 3,839
</TABLE>
--------------------------------------------
(1) Does not include general partner contributions held as part of reserves.
(2) Includes acquisition fees, real estate commissions, general contractor fees
and/or architectural fees paid to affiliates of the general partners.
(3) Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund IX, L.P. closed its offering on December 30, 1996,
and the total dollar amount raised was $35,000,000.
(4) Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund X, L.P. closed its offering on December 30, 1997,
and the total dollar amount raised was $27,128,912.
211
<PAGE>
(5) Total dollar amount registered and available to be offered was $35,000,000.
Wells Real Estate Fund XI, L.P. closed its offering on December 30, 1998,
and the total dollar amount raised was $16,532,802.
(6) Total dollar amount registered and available to be offered was
$165,000,000. Wells Real Estate Investment Trust, Inc. closed its initial
offering on December 20, 1999, and the total dollar amount raised in its
initial offering was $132,181,919.
212
<PAGE>
TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR
The following sets forth the compensation received by Wells Capital and its
affiliates, including compensation paid out of offering proceeds and
compensation paid in connection with the ongoing operations of Wells Public
Programs having similar or identical investment objectives the offerings of
which have been completed since December 31, 1996. These partnerships have not
sold or refinanced any of their properties to date. All figures are as of
December 31, 1999.
<TABLE>
<CAPTION>
Wells Real
Wells Real Wells Real Wells Real Estate Other
Estate Fund Estate Fund Estate Fund Investment Public
IX, L.P. X, L.P. XI, L.P. Trust, Inc. Programs/(1)/
-------- ------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Date Offering Commenced 01/05/96 12/31/96 12/31/97 01/30/98 --
Dollar Amount Raised $35,000,000 $27,128,912 $16,532,802 $132,181,919 $206,241,095
to Sponsor from Proceeds of Offering:
Underwriting Fees/(2)/ $ 309,556 $ 260,748 $ 151,911 $ 1,530,882 $ 924,156
Acquisition Fees
Real Estate Commissions -- -- -- -- --
Acquisition and Advisory Fees/(3)/ $ 1,400,000 $ 1,085,157 $ 578,648 $ 4,626,367 $ 10,159,399
Dollar Amount of Cash Generated from Operations
Before Deducting Payments to Sponsor/(4)/ $ 7,064,631 $ 4,262,319 $ 2,133,705 $ 8,002,132 $ 38,076,886
Amount Paid to Sponsor from Operations:
Property Management Fee/(1)/ $ 169,661 $ 105,410 $ 22,200 $ 129,208 $ 1,434,957
Partnership Management Fee -- -- -- -- --
Reimbursements $ 133,784 $ 105,132 $ 61,058 $ 101,605 $ 1,613,725
Leasing Commissions $ 260,082 $ 176,108 $ 33,492 $ 129,208 $ 1,580,482
General Partner Distributions -- -- -- -- --
Other -- -- -- -- --
Dollar Amount of Property Sales and Refinancing
Payments to Sponsors:
Cash -- -- -- -- --
Notes -- -- -- -- --
Amount Paid to Sponsor from Property Sales
and Refinancing:
Real Estate Commissions -- -- -- -- --
Incentive Fees -- -- -- -- --
Other -- -- -- -- --
</TABLE>
(1) Includes compensation paid to the general partners from Wells Real Estate
Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells Real
Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells Real Estate
Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate Fund VII,
L.P., and Wells Real Estate Fund VIII, L.P. during the past three years. In
addition to the amounts shown, affiliates of the general partners of Wells
Real Estate Fund I are entitled to certain property management and leasing
fees but have elected to defer the payment of such fees until a later year
on properties owned by Wells Real Estate Fund I. At December 31, 1999, the
amount of such deferred fees due the general partners totaled $2,397,266.
(2) Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offering which was not
reallowed to participating broker-dealers.
(3) Fees paid to the general partners or their affiliates for acquisition and
advisory services in connection with the review and evaluation of potential
real property acquisitions.
(4) Includes $487,134 in net cash provided by operating activities, $6,013,970
in distributions to limited partners and $563,527 in payments to sponsor
for Wells Real Estate Fund IX, L.P.; $400,825 in net cash provided by
operating activities, $3,474,844 in distributions to limited partners and
$386,650
213
<PAGE>
in payments to sponsor for Wells Real Estate Fund X, L.P.; $(150,720) in
net cash used by operating activities, $2,167,675 in distributions to
limited partners and $116,750 in payments to sponsor for Wells Real Estate
Fund XI, L.P.; $3,732,726 in net cash provided by operating activities,
$3,909,385 in dividends and $360,021 in payments to sponsor for Wells Real
Estate Investment Trust, Inc.; and $2,167,163 in net cash provided by
operating activities, $31,280,559 in distributions to limited partners and
$4,629,164 in payments to sponsor for other public programs.
214
<PAGE>
TABLE III
(UNAUDITED)
The following six tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 31, 1994.
The information relates only to public programs with investment objectives
similar to those of the Wells REIT. All figures are as of December 31 of the
year indicated.
215
<PAGE>
TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VII, L.P.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues/(1)/ $ 982,630 $ 846,306 $ 816,237 $ 543,291 $ 925,246
Profit on Sale of Properties -- -- -- -- --
Less: Operating Expenses/(2)/ 85,273 85,722 76,838 84,265 114,953
Depreciation and Amortization/(3)/ 1,562 6,250 6,250 6,250 6,250
---------- ---------- ---------- --------- ------------
Net Income GAAP Basis/(4)/ $ 895,795 $ 754,334 $ 733,149 $ 452,776 $ 804,043
========== ========== ========== ========= ============
Taxable Income: Operations $1,255,666 $1,109,096 $1,008,368 $ 657,443 $ 812,402
========== ========== ========== ========= ============
Cash Generated (Used By):
Operations (82,763) (72,194) (43,250) 20,883 431,728
Joint Ventures 1,777,010 1,770,742 1,420,126 760,628 424,304
---------- ---------- ---------- --------- ------------
$1,694,247 $1,698,548 $1,376,876 $ 781,511 $ 856,032
Less Cash Distributions to Investors:
Operating Cash Flow 1,688,290 1,636,158 1,376,876 781,511 856,032
Return of Capital -- -- 2,709 10,805 22,064
Undistributed Cash Flow from Prior Year Operations -- -- -- -- 9,643
---------- ---------- ---------- --------- ------------
Cash Generated (Deficiency) after Cash Distributions $ 5,957 $ 62,390 $ (2,709) $ (10,805) $ (31,707)
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions -- -- -- -- --
Increase in Limited Partner Contributions $ -- $ -- $ -- $ -- $ 805,212
---------- ---------- ---------- --------- ------------
$ 5,957 $ 62,390 $ (2,709) $ (10,805) $ 773,505
Use of Funds:
Sales Commissions and Offering Expenses
Return of Original Limited Partner's Investment -- -- -- -- $ 244,207
Property Acquisitions and Deferred Project Costs -- -- -- -- 100
Cash Generated (Deficiency) after Cash Distributions and
Special Items 0 181,070 169,172 736,960 14,971,002
---------- ---------- ---------- --------- ------------
$ 5,957 $ (118,680) $ (171,881) $(747,765) $(14,441,804)
========== ========== ========== ========= ============
Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units 93 85 86 62 57
- Operations Class B Units (248) (224) (168) (98) (20)
Capital Gain (Loss) -- -- -- -- --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units 89 82 78 55 55
- Operations Class B Units (144) (134) (111) (58) (16)
Capital Gain (Loss) -- -- -- -- --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units 83 81 70 43 52
- Return of Capital Class A Units -- -- -- -- --
- Return of Capital Class B Units -- -- -- -- --
Source (on Cash Basis)
- Operations Class A Units 83 81 70 42 51
- Return of Capital Class A Units -- -- -- 1 1
- Operations Class B Units -- -- -- -- --
Source (on a Priority Distribution Basis)/(5)/
- Investment income Class A Units 67 65 54 29 30
- Return of Capital Class A Units 16 16 16 14 22
- Return of Capital Class B Units -- -- -- -- --
Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table 100%
</TABLE>
216
<PAGE>
(1) Includes $403,325 in equity in earnings of joint ventures and $521,921 from
investment of reserve funds in 1995, $457,144 in equity in earnings of joint
ventures and $86,147 from investment of reserve funds in 1996, $785,398 in
equity in earnings of joint ventures and $30,839 from investment of reserve
funds in 1997, $839,037 in equity in earnings of joint ventures and $7,269
from investment of reserve funds in 1998, and $981,104 in equity in earnings
of joint ventures and $1,526 from investment of reserve funds in 1999. At
December 31, 1999, the leasing status was 97% including developed property
in initial lease up.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenues is
depreciation of $25,468 for 1994, $140,533 for 1995, $605,247 for 1996,
$877,869 for 1997, $955,245 for 1998, and $982,052 for 1999.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $950,826 to Class A Limited
Partners, $(146,503) to Class B Limited Partners and $(280) to the General
Partners for 1995; $1,062,605 to Class A Limited Partners, $(609,829) to
Class B Limited Partners and $0 to the General Partners for 1996; $1,615,965
to class A Limited Partners, $(882,816) to Class B Limited Partners and $0
to the General Partners for 1997; $1,704,213 to Class A Limited Partners,
$(949,879) to Class B Limited Partners and $0 to the General Partners for
1998; and $1,879,410 to Class A Limited Partners, $(983,615) to Class B
Limited Partners and $0 to the General Partners for 1999.
(5) Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return
of capital to the extent of such priority distributions payable to Class B
Limited Partners. As of December 31, 1999, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled
$1,680,730.
217
<PAGE>
TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND VIII, L.P.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues/(1)/ $ 1,360,497 $ 1,362,513 $ 1,204,018 $ 1,057,694 $ 402,428
Profit on Sale of Properties -- -- -- -- --
Less: Operating Expenses/(2)/ 87,301 87,092 95,201 114,854 122,264
Depreciation and Amortization/(3)/ 6,250 6,250 6,250 6,250 6,250
--------- ----------- ------------ ----------- -----------
Net Income GAAP Basis/(4)/ $ 1,266,946 $ 1,269,171 $ 1,102,567 $ 936,590 273,914
========= =========== ============ =========== ===========
Taxable Income: Operations $ 1,672,844 $ 1,683,192 $ 1,213,524 $ 1,001,974 404,348
========= =========== ============ =========== ===========
Cash Generated (Used By):
Operations (87,298) (63,946) 7,909 623,268 204,790
Joint Ventures 2,558,623 2,293,504 1,229,282 279,984 20,287
--------- ----------- ------------ ----------- -----------
$ 2,471,325 $ 2,229,558 $ 1,237,191 $ 903,252 $ 225,077
Less Cash Distributions to Investors:
Operating Cash Flow 2,379,215 2,218,400 1,237,191 903,252 --
Return of Capital -- -- 183,315 2,443 --
Undistributed Cash Flow from Prior
Year Operations -- -- -- 225,077 --
--------- ----------- ------------ ----------- -----------
Cash Generated (Deficiency) after
Cash Distributions $ 92,110 $ 11,158 $ (183,315) $ (227,520) $ 225,077
Special Items (not including sales
and financing):
Source of Funds:
General Partner Contributions -- -- -- -- --
Increase in Limited Partner
Contributions/(5)/ -- -- -- 1,898,147 30,144,542
--------- ----------- ------------ ----------- -----------
$ 92,110 $ 11,158 $ (183,315) $ 1,670,627 $30,369,619
Use of Funds:
Sales Commissions and Offering Expenses -- -- -- 464,760 4,310,028
Return of Limited Partner's Investment -- -- 8,600 -- --
Property Acquisitions and Deferred
Project Costs 0 1,850,859 10,675,811 7,931,566 6,618,273
Cash Generated (Deficiency) after Cash --------- ----------- ------------ ----------- -----------
Distributions and Special Items $ 92,110 $(1,839,701) $(10,867,726) $(6,725,699) $19,441,318
========= =========== ============ =========== ===========
Net Income and Distributions Data per
$1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units 91 91 73 46 28
- Operations Class B Units (247) (212) (150) (47) (3)
Capital Gain (Loss) -- -- -- -- --
Tax and Distributions Data per $1,000
Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units 88 89 65 46 17
- Operations Class B Units 154 (131) (95) (33) (3)
Capital Gain (Loss) -- -- -- -- --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units 87 83 54 43 --
- Return of Capital Class A Units -- -- -- -- --
- Return of Capital Class B Units -- -- -- -- --
Source (on Cash Basis)
- Operations Class A Units 87 83 47 43 --
- Return of Capital Class A Units -- -- 7 0 --
- Operations Class B Units -- -- -- -- --
Source (on a Priority Distribution
Basis)/(5)/
- Investment Income Class A Units 70 69 42 33 --
- Return of Capital Class A Units 17 16 12 10 --
- Return of Capital Class B Units -- -- -- -- --
Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table
100%
</TABLE>
218
<PAGE>
(1) Includes $28,377 in equity in earnings of joint ventures and $374,051 from
investment of reserve funds in 1995, $241,819 in equity in earnings of joint
ventures and $815,875 from investment of reserve funds in 1996, $1,034,907
in equity in earnings of joint ventures and $169,111 from investment of
reserve funds in 1997, $1,346,367 in equity in earnings of joint ventures
and $16,146 from investment of reserve funds in 1998, and $1,360,494 in
equity in earnings of joint ventures and $3 from investment of reserve funds
in 1999. At December 31, 1999, the leasing status was 98% including
developed property in initial lease up.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenues is
depreciation of $14,058 for 1995, $265,259 for 1996, $841,666 for 1997,
$1,157,355 for 1998, and $1,209,171 for 1999.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $294,221 to Class A Limited
Partners, $(20,104) to Class B Limited Partners and $(203) to the General
Partners for 1995; $1,207,540 to Class A Limited Partners, $(270,653) to
Class B Limited Partners and $(297) to the General Partners for 1996;
$1,947,536 to Class A Limited Partners, $(844,969) to Class B Limited
Partners and $0 to the General Partners for 1997; $2,431,246 to Class A
Limited Partners, $(1,162,075) to Class B Limited Partners and $0 to the
General Partners for 1998; and $2,481,559 to Class A Limited Partners,
$(1,214,613) to Class B Limited Partners and $0 to the General Partners for
1999.
(5) Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return
of capital to the extent of such priority distributions payable to Class B
Limited Partners. As of December 31, 1999, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled
$1,464,810.
219
<PAGE>
TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues/(1)/ $ 1,593,734 $ 1,561,456 $ 1,199,300 $ 406,891 N/A
Profit on Sale of Properties -- -- -- --
Less: Operating Expenses/(2)/ 90,903 105,251 101,284 101,885
Depreciation and Amortization/(3)/ 12,500 6,250 6,250 6,250
---------- ----------- ------------ -----------
Net Income GAAP Basis/(4)/ $ 1,490,331 $ 1,449,955 $ 1,091,766 $ 298,756
========== =========== ============ ===========
Taxable Income: Operations $ 1,924,542 $ 1,906,011 $ 1,083,824 $ 304,552
========== =========== ============ ===========
Cash Generated (Used By):
Operations $ (94,403) $ 80,147 $ 501,390 $ 151,150
Joint Ventures 2,814,870 2,125,489 527,390 --
---------- ----------- ------------ -----------
$ 2,720,467 $ 2,205,636 $ 1,028,780 $ 151,150
Less Cash Distributions to Investors:
Operating Cash Flow 2,720,467 2,188,189 1,028,780 149,425
Return of Capital 15,528 -- 41,834 --
Undistributed Cash Flow From Prior Year Operations 17,447 -- 1,725 --
---------- ----------- ------------ -----------
Cash Generated (Deficiency) after Cash Distributions $ (32,975) $ 17,447 $ (43,559) $ 1,725
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions -- -- -- --
Increase in Limited Partner Contributions -- -- -- 35,000,000
---------- ----------- ------------ -----------
$ (32,975) $ 17,447 $ (43,559) $35,001,725
Use of Funds:
Sales Commissions and Offering Expenses -- -- 323,039 4,900,321
Return of Original Limited Partner's Investment -- -- 100 --
Property Acquisitions and Deferred Project Costs 190,853 9,455,554 13,427,158 6,544,019
---------- ----------- ------------ -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items $ (223,828) $(9,438,107) $(13,793,856) $23,557,385
========== =========== ============ ===========
Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units 89 88 53 28
- Operations Class B Units (272) (218) (77) (11)
Capital Gain (Loss) -- -- -- --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units 86 85 46 26
- Operations Class B Units (164) (123) (47) (48)
Capital Gain (Loss) -- -- -- --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units 88 73 36 13
- Return of Capital Class A Units 2 -- -- --
- Return of Capital Class B Units -- -- -- --
Source (on Cash Basis)
- Operations Class A Units 89 73 35 13
- Return of Capital Class A Units 1 -- 1 --
- Operations Class B Units -- -- -- --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units 77 61 29 10
- Return of Capital Class A Units 13 12 7 3
- Return of Capital Class B Units -- -- -- --
Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table 100%
</TABLE>
220
<PAGE>
(1) Includes $23,077 in equity in earnings of joint ventures and $383,884 from
investment of reserve funds in 1996, and $593,914 in equity in earnings of
joint ventures and $605,386 from investment of reserve funds in 1997,
$1,481,869 in equity in earnings of joint ventures and $79,587 from
investment of reserve funds in 1998, and $1,593,734 in equity in earnings of
joint ventures and $0 from investment of reserve funds in 1999. At December
31, 1999, the leasing status was 100% including developed property in
initial lease up.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenues is
depreciation of $25,286 for 1996, $469,126 for 1997, $1,143,407 for 1998,
and $1,210,939 for 1999.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $330,270 to Class A Limited
Partners, $(31,220) to Class B Limited Partners and $(294) to the General
Partners for 1996; $1,564,778 to Class A Limited Partners, $(472,806) to
Class B Limited Partners and $(206) to the General Partners for 1997;
$2,597,938 to Class A Limited Partners, $(1,147,983) to Class B Limited
Partners and $0 to the General Partners for 1998; and $2,713,636 to Class A
Limited Partners, $(1,223,305) to Class B Limited Partners and $0 to the
General Partners for 1999.
(5) Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return
of capital to the extent of such priority distributions payable to Class B
Limited Partners. As of December 31, 1999, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $993,010.
221
<PAGE>
TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues/(1)/ $1,309,281 $ 1,204,597 $ 372,507 N/A N/A
Profit on Sale of Properties -- -- --
Less: Operating Expenses/(2)/ 98,213 99,034 88,232
Depreciation and Amortization/(3)/ 18,750 55,234 6,250
---------- ------------ -----------
Net Income GAAP Basis/(4)/ $1,192,318 $ 1,050,329 $ 278,025
========== ============ ===========
Taxable Income: Operations $1,449,771 $ 1,277,016 $ 382,543
========== ============ ===========
Cash Generated (Used By):
Operations (99,862) 300,019 200,668
Joint Ventures 2,175,915 886,846 --
---------- ------------ -----------
$2,076,053 $ 1,186,865 $ 200,668
Less Cash Distributions to Investors:
Operating Cash Flow 2,067,801 1,186,865 --
Return of Capital -- 19,510 --
Undistributed Cash Flow From Prior Year Operations -- 200,668 --
---------- ------------ -----------
Cash Generated (Deficiency) after Cash Distributions $ 8,252 $ (220,178) $ 200,668
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions -- -- --
Increase in Limited Partner Contributions -- -- 27,128,912
---------- ------------ -----------
$ 8,252 $ (220,178) $27,329,580
Use of Funds:
Sales Commissions and Offering Expenses -- 300,725 3,737,363
Return of Original Limited Partner's Investment -- -- 100
Property Acquisitions and Deferred Project Costs 0 17,613,067 5,188,485
---------- ------------ -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items $ 8,252 $(18,133,970) $18,403,632
========== ============ ===========
Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units 97 85 28
- Operations Class B Units (160) (123) (9)
Capital Gain (Loss) -- -- --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units 92 78 35
- Operations Class B Units (100) (64) 0
Capital Gain (Loss) -- -- --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units 95 66 --
- Return of Capital Class A Units -- -- --
- Return of Capital Class B Units -- -- --
Source (on Cash Basis)
- Operations Class A Units 95 56 --
- Return of Capital Class A Units -- 10 --
- Operations Class B Units -- -- --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units 71 48 --
- Return of Capital Class A Units 24 18 --
- Return of Capital Class B Units -- -- --
Amount (in Percentage Terms) Remaining Invested in Program
Properties at the end of the Last Year Reported in the Table 100%
</TABLE>
222
<PAGE>
(1) Includes $(10,035) in equity in earnings of joint ventures and $382,542 from
investment of reserve funds in 1997, and $869,555 in equity in earnings of
joint ventures and $215,042 from investment of reserve funds in 1998, and
$1,309,281 in equity in earnings of joint ventures and $0 from investment of
reserve funds in 1999. At December 31, 1999, the leasing status was 100%
including developed property in initial lease up.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenues is
depreciation of $18,675 for 1997, $674,986 for 1998, and $891,911 for 1999.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $302,862 to Class A Limited
Partners, $(24,675) to Class B Limited Partners and $(162) to the General
Partners for 1997; $1,779,191 to Class A Limited Partners, $(728,524) to
Class B Limited Partners and $(338) to General Partners for 1998; and
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999.
(5) Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return
of capital to the extent of such priority distributions payable to Class B
Limited Partners. As of December 31, 1999, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $909,527.
223
<PAGE>
TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues/(1)/ 766,586 262,729 N/A N/A N/A
Profit on Sale of Properties -- --
Less: Operating Expenses/(2)/ 111,058 113,184
Depreciation and Amortization/(3)/ 25,000 6,250
----------- -----------
Net Income GAAP Basis/(4)/ $ 630,528 $ 143,295
=========== ===========
Taxable Income: Operations $ 704,108 $ 177,692
=========== ===========
Cash Generated (Used By):
Operations 40,906 (50,858)
Joint Ventures 705,394 102,662
----------- -----------
$ 746,300 $ 51,804
Less Cash Distributions to Investors:
Operating Cash Flow 746,300 51,804
Return of Capital 49,761 48,070
Undistributed Cash Flow From Prior Year Operations -- --
----------- -----------
Cash Generated (Deficiency) after Cash Distributions $ (49,761) $ (48,070)
Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions -- --
Increase in Limited Partner Contributions -- 16,532,801
----------- -----------
$ (49,761) $16,484,731
Use of Funds:
Sales Commissions and Offering Expenses 214,609 1,779,661
Return of Original Limited Partner's Investment 100 --
Property Acquisitions and Deferred Project Costs 9,005,979 5,412,870
----------- -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items $(9,270,449) $ 9,292,200
=========== ===========
Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units 77 20
- Operations Class B Units (112) (32)
Capital Gain (Loss) -- --
Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units 71 18
- Operations Class B Units (73) (17)
Capital Gain (Loss) -- --
Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units 60 8
- Return of Capital Class A Units -- --
- Return of Capital Class B Units -- --
Source (on Cash Basis)
- Operations Class A Units 56 4
- Return of Capital Class A Units 4 4
- Operations Class B Units -- --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units 46 6
- Return of Capital Class A Units 14 2
- Return of Capital Class B Units -- --
Amount (in Percentage Terms) Remaining Invested in Program Properties
at the end of the Last Year Reported in the Table 100%
</TABLE>
224
<PAGE>
(1) Includes $142,163 in equity in earnings of joint ventures and $120,566 from
investment of reserve funds in 1998, and $607,579 in equity in earnings of
joint ventures and $159,007 from investment of reserve funds in 1999. At
December 31, 1999, the leasing status was 100% including developed property
in initial lease up.
(2) Includes partnership administrative expenses.
(3) Included in equity in earnings of joint ventures in gross revenues is
depreciation of $105,458 for 1998, and $353,840 for 1999.
(4) In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $254,862 to Class A Limited
Partners, $(111,067) to Class B Limited Partners and $(500) to General
Partners for 1998; and $1,009,368 to Class A Limited Partners, $(378,840) to
Class B Limited Partners and $0 to the General Partners for 1999.
(5) Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a return
of capital to the extent of such priority distributions payable to Class B
Limited Partners. As of December 31, 1999, the aggregate amount of such
priority distributions payable to Class B Limited Partners totaled $213,006.
225
<PAGE>
EXHIBIT "A"
SUBSCRIPTION AGREEMENT
To: Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
The undersigned, by signing and delivering a copy of the attached
Subscription Agreement Signature Page, hereby tenders this subscription and
applies for the purchase of the number of shares of common stock ("Shares") of
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), set forth on such Subscription Agreement Signature Page. Payment
for the Shares is hereby made by check payable to "Wells Real Estate Investment
Trust, Inc."
I hereby acknowledge receipt of the Prospectus of the Company dated
____________, 200__ (the "Prospectus").
I agree that if this subscription is accepted, it will be held, together
with the accompanying payment, on the terms described in the Prospectus.
Subscriptions may be rejected in whole or in part by the Company in its sole and
absolute discretion.
Prospective investors are hereby advised of the following:
(a) The assignability and transferability of the Shares is restricted and
will be governed by the Company's Articles of Incorporation and Bylaws and all
applicable laws as described in the Prospectus.
(b) Prospective investors should not invest in Shares unless they have an
adequate means of providing for their current needs and personal contingencies
and have no need for liquidity in this investment.
(c) There is no public market for the Shares and, accordingly, it may not
be possible to readily liquidate an investment in the Company.
A-1
<PAGE>
SPECIAL NOTICE FOR CALIFORNIA RESIDENTS ONLY
CONDITIONS RESTRICTING TRANSFER OF SHARES
260.141.11 Restrictions on Transfer.
------------------------
(a) The issuer of any security upon which a restriction on transfer has
been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 of the Rules
(the "Rules") adopted under the California Corporate Securities Law (the "Code")
shall cause a copy of this section to be delivered to each issuee or transferee
of such security at the time the certificate evidencing the security is
delivered to the issuee or transferee.
(b) It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of the Rules), except:
(1) to the issuer;
(2) pursuant to the order or process of any court;
(3) to any person described in subdivision (i) of Section 25102 of
the Code or Section 260.105.14 of the Rules;
(4) to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;
(5) to holders of securities of the same class of the same issuer;
(6) by way of gift or donation inter vivos or on death;
(7) by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the broker-
dealer, nor actually present in this state if the sale of such securities is not
in violation of any securities laws of the foreign state, territory or country
concerned;
(8) to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;
(9) if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;
(10) by way of a sale qualified under Sections 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no order
under Section 25140 or subdivision (a) of Section 25143 is in effect with
respect to such qualification;
(11) by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;
A-2
<PAGE>
(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code provided that no order under Section 25140 or subdivision (a)
of Section 25143 is in effect with respect to such qualification;
(13) between residents of foreign states, territories or countries who
are neither domiciled or actually present in this state;
(14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state;
(15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;
(16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities;
(17) by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102; provided that any such transfer is on the condition that
any certificate evidencing the security issued to such transferee shall contain
the legend required by this section.
(c) The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES."
[Last amended effective January 21, 1988.]
SPECIAL NOTICE FOR MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI
AND NEBRASKA RESIDENTS ONLY
In no event may a subscription for Shares be accepted until at least five
business days after the date the subscriber receives the Prospectus. Residents
of the States of Maine, Massachusetts, Minnesota, Missouri and Nebraska who
first received the Prospectus only at the time of subscription may receive a
refund of the subscription amount upon request to the Company within five days
of the date of subscription.
A-3
<PAGE>
STANDARD REGISTRATION REQUIREMENTS
The following requirements have been established for the various forms of
registration. Accordingly, complete Subscription Agreements and such supporting
material as may be necessary must be provided.
TYPE OF OWNERSHIP AND SIGNATURE(S) REQUIRED
1. INDIVIDUAL: One signature required.
2. JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: All parties must sign.
3. TENANTS IN COMMON: All parties must sign.
4. COMMUNITY PROPERTY: Only one investor signature required.
5. PENSION OR PROFIT SHARING PLANS: The trustee signs the Signature Page.
6. TRUST: The trustee signs the Signature Page. Provide the name of the
trust, the name of the trustee and the name of the beneficiary.
7. Company: Identify whether the entity is a general or limited partnership.
The general partners must be identified and their signatures obtained on
the Signature Page. In the case of an investment by a general partnership,
all partners must sign (unless a "managing partner" has been designated for
the partnership, in which case he may sign on behalf of the partnership if
a certified copy of the document granting him authority to invest on behalf
of the partnership is submitted).
8. CORPORATION: The Subscription Agreement must be accompanied by (1) a
certified copy of the resolution of the Board of Directors designating the
officer(s) of the corporation authorized to sign on behalf of the
corporation and (2) a certified copy of the Board's resolution authorizing
the investment.
9. IRA AND IRA ROLLOVERS: Requires signature of authorized signer (e.g., an
officer) of the bank, trust company, or other fiduciary. The address of
the trustee must be provided in order for the trustee to receive checks and
other pertinent information regarding the investment.
10. KEOGH (HR 10): Same rules as those applicable to IRAs.
11. UNIFORM GIFT TO MINORS ACT (UGMA) or UNIFORM TRANSFERS TO MINORS ACT
(UTMA): The required signature is that of the custodian, not of the parent
(unless the parent has been designated as the custodian). Only one child
is permitted in each investment under UGMA or UTMA. In addition, designate
the state under which the gift is being made.
A-4
<PAGE>
INSTRUCTIONS TO SUBSCRIPTION AGREEMENT SIGNATURE PAGE
TO WELLS REAL ESTATE INVESTMENT TRUST, INC. SUBSCRIPTION AGREEMENT
<TABLE>
----------------------------------------------------------------------------------------------------------------
<S> <C>
INVESTOR Please follow these instructions carefully. Failure to do so may result in
INSTRUCTIONS the rejection of your subscription. All information on the Subscription
Agreement Signature Page should be completed as follows:
----------------------------------------------------------------------------------------------------------------
1. INVESTMENT a. GENERAL: A minimum investment of $1,000 (100 Shares) is required,
except for certain states which require a higher minimum investment. A
CHECK FOR THE FULL PURCHASE PRICE OF THE SHARES SUBSCRIBED FOR SHOULD BE
MADE PAYABLE TO THE ORDER OF "WELLS REAL ESTATE INVESTMENT TRUST, INC."
Investors who have satisfied the minimum purchase requirements in Wells Real
Estate Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW,
Wells Real Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells
Real Estate Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate
Fund VII, L.P., Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund
IX, L.P., Wells Real Estate Fund X, L.P., Wells Real Estate Fund XI, L.P. or
Wells Real Estate Fund XII, L.P. or in any other public real estate program
may invest as little as $25 (2.5 Shares) except for residents of Maine,
Minnesota, Nebraska or Washington. Shares may be purchased only by persons
meeting the standards set forth under the Section of the Prospectus entitled
"Investor Suitability Standards." Please indicate the state in which the
sale was made.
b. DEFERRED COMMISSION OPTION: Please check the box if you have agreed
with your Broker-Dealer to elect the Deferred Commission Option, as
described in the Prospectus, as supplemented to date. By electing the
Deferred Commission Option, you are required to pay only $9.40 per Share
purchased upon subscription. For the next six years following the year of
subscription, you will have a 1% sales commission ($.10 per Share) per year
deducted from and paid out of dividends or other cash distributions
otherwise distributable to you. Election of the Deferred Commission Option
shall authorize the Company to withhold such amounts from dividends or other
cash distributions otherwise payable to you as is set forth in the "Plan of
Distribution" section of the Prospectus.
----------------------------------------------------------------------------------------------------------------
</TABLE>
A-5
<PAGE>
--------------------------------------------------------------------------------
2. ADDITIONAL Please check if you plan to make one or more
INVESTMENTS additional investments in the Company. All additional
investments must be in increments of at least $25.
Additional investments by residents of Maine must be
for the minimum amounts stated under "Suitability
Standards" in the Prospectus, and residents of Maine
must execute a new Subscription Agreement Signature
Page to make additional investments in the Company.
If additional investments in the Company are made,
the investor agrees to notify the Company and the
Broker-Dealer named on the Subscription Agreement
Signature Page in writing if at any time he fails to
meet the applicable suitability standards or he is
unable to make any other representations or
warranties set forth in the Prospectus or the
Subscription Agreement. The investor acknowledges
that the Broker-Dealer named in the Subscription
Agreement Signature Page may receive commissions on
such additional investments as described in the
Prospectus.
--------------------------------------------------------------------------------
3. TYPE OF Please check the appropriate box to indicate the
OWNERSHIP type of entity or type of individuals subscribing.
--------------------------------------------------------------------------------
4. REGISTRATION Please enter the exact name in which the Shares are
NAME AND ADDRESS to be held. For joint tenants with right of
survivorship or tenants in common, include the names
of both investors. In the case of partnerships or
corporations, include the name of an individual to
whom correspondence will be addressed. Trusts should
include the name of the trustee. All investors must
complete the space provided for taxpayer
identification number or social security number. By
signing in Section 6, the investor is certifying that
this number is correct. Enter the mailing address and
telephone numbers of the registered owner of this
investment. In the case of a Qualified Plan or trust,
this will be the address of the trustee. Indicate the
birthdate and occupation of the registered owner
unless the registered owner is a partnership,
corporation or trust.
--------------------------------------------------------------------------------
5. INVESTOR NAME Complete this Section only if the investor's name
AND ADDRESS and address is different from the registration name
and address provided in Section 4. If the Shares are
registered in the name of a trust, enter the name,
address, telephone number, social security number,
birthdate and occupation of the beneficial owner of
the trust.
--------------------------------------------------------------------------------
6. SUBSCRIBER Please separately initial each representation made
SIGNATURES by the investor where indicated. Except in the case
of fiduciary accounts, the investor may not grant any
person a power of attorney to make such
representations on his or her behalf. Each investor
must sign and date this Section. If title is to be
held jointly, all parties must sign. If the
registered owner is a partnership, corporation or
trust, a general partner, officer or trustee of the
entity must sign. PLEASE NOTE THAT THESE SIGNATURES
DO NOT HAVE TO BE NOTARIZED.
--------------------------------------------------------------------------------
A-6
<PAGE>
--------------------------------------------------------------------------------
7. DIVIDENDS a. DIVIDEND REINVESTMENT PLAN: By electing the
Dividend Reinvestment Plan, the investor elects
to reinvest the stated percentage of dividends
otherwise payable to such investor in Shares of
the Company. The investor agrees to notify the
Company and the Broker-Dealer named on the
Subscription Agreement Signature Page in
writing if at any time he fails to meet the
applicable suitability standards or he is
unable to make any other representations and
warranties as set forth in the Prospectus or
Subscription Agreement or in the prospectus and
subscription agreement of any future limited
partnerships sponsored by the Advisor or its
affiliates. The investor acknowledges that the
Broker-Dealer named in the Subscription
Agreement Signature Page may receive
commissions not to exceed 7% of any reinvested
dividends.
b. DIVIDEND ADDRESS: If cash dividends are to be
sent to an address other than that provided in
Section 4 (i.e., a bank, brokerage firm or
savings and loan, etc.), please provide the
name, account number and address.
--------------------------------------------------------------------------------
8. BROKER-DEALER This Section is to be completed by the Registered
Representative. Please complete all BROKER-DEALER
information contained in Section 8 including
suitability certification. SIGNATURE PAGE MUST BE
SIGNED BY AN AUTHORIZED REPRESENTATIVE.
--------------------------------------------------------------------------------
The Subscription Agreement Signature Page, which has been delivered with
this Prospectus, together with a check for the full purchase price, should be
delivered or mailed to your Broker-Dealer. Only original, completed copies of
Subscription Agreements can be accepted. Photocopied or otherwise duplicated
Subscription Agreements cannot be accepted by the Company.
IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS
SUBSCRIPTION AGREEMENT SIGNATURE PAGE,
PLEASE CALL 1-800-448-1010
A-7
<PAGE>
--------------------------------------------
SEE PRECEDING PAGE Special Instructions:
FOR INSTRUCTIONS
--------------------------------------------
WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
<TABLE>
<S> <C>
1. ------ INVESTMENT -----------------------------------------------------------------------------------------------------------
Make Investment Check Payable to:
Wells Real Estate Investment Trust, Inc.
___________________________ ____________________________
# of Shares Total $ Invested
---------------------------------------------------------
(# Shares x $10 = $ Invested) [_] Initial Investment (Minimum $1,000)
[_] Additional Investments (Minimum $25)
Minimum purchase $1,000 or 100 Shares State in which sale was made ____________________
----------------------------------------------------------- ---------------------------------------------------------
Check the following box to elect the Deferred Commission Option: [_]
(This election must be agreed to by the Broker-Dealer listed
below)
2. ------ ADDITIONAL INVESTMENTS --------------------------------------------------------------------------------------------------
Please check if you plan to make additional investments in the Company: [_]
[If additional investments are made, please include social security number or other taxpayer identification number on your
check]
[All additional investments must be made in increments of at least $25.]
3. ----- TYPE OF OWNERSHIP -------------------------------------------------------------------------------------------------------
[_] IRA (06) [_] Individual (01)
[_] Keogh (10) [_] Joint Tenants With Right of Survivorship (02)
[_] Qualified Pension Plan (11) [_] Community Property (03)
[_] Qualified Profit Sharing Plan (12) [_] Tenants in Common (04)
[_] Other Trust ___________________________ [_] Custodian: A Custodian for _________________ under
For the Benefit of ____________________ the Uniform Gift to Minors Act or the Uniform Transfers to
Minors Act of the State of ______________________ (08)
[_] Company (15) [_] Other
4. ----- REGISTRATION NAME AND ADDRESS -------------------------------------------------------------------------------------------
Please print name(s) in which Shares are to be registered. Include trust name if applicable.
[_] Mr [_] Mrs [_] Ms [_] MD [_] PhD [_] DDS [_] Other _______________________
-----------------------------------------
Taxpayer Identification Number
----------------------------------------- [_] [_] - [_] [_] [_] [_] [_] [_] [_]
Social Security Number
----------------------------------------- [_] [_] [_]- [_] [_] - [_] [_] [_] [_]
-------------------------------------------------------------------------------------------------------
Street Address
or P.O. Box
-------------------------------------------------------------------------------------------------------
City State Zip Code
----------------------------------------- ------------------- ---------------------
----------------------------------------- ----------------------------------------------
Home Business
Telephone No. ( ) Telephone No. ( )
----------------------------------------- ----------------------------------------------
----------------------------------------- ----------------------------------------------
Birthdate Occupation
----------------------------------------- ----------------------------------------------
5. ----- INVESTOR NAME AND ADDRESS ------------------------------------------------------------------------------------------------
(COMPLETE ONLY IF DIFFERENT FROM REGISTRATION NAME AND ADDRESS)
[_] Mr [_] Mrs [_] Ms [_] MD [_] PhD [_] DDS [_] Other _______________________
Name Social Security Number
---------------------------------------------------------------------
[_] [_] [_] - [_] [_] - [_] [_] [_] [_]
---------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Street Address
or P.O. Box
-------------------------------------------------------------------------------------------------------
City State Zip Code
----------------------------------------- ------------------- ------------------------
----------------------------------------- ----------------------------------------------
Home Business
Telephone No. ( ) Telephone No. ( )
----------------------------------------- ----------------------------------------------
----------------------------------------- ----------------------------------------------
Birthdate Occupation
----------------------------------------- ----------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
(REVERSE SIDE MUST BE COMPLETED)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
6. ----- SUBSCRIBER SIGNATURES -------------------------------------------------------------------------------------------------
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any
person a power of attorney to make such representations on your behalf. In order to induce the Company to accept this
subscription, I hereby represent and warrant to you as follows:
(a) I have received the Prospectus.
___________________ ____________________
Initials Initials
(b) I accept and agree to be bound by the terms and conditions of the
Articles of Incorporation.
___________________ ____________________
Initials Initials
(c) I have (i) a net worth (exclusive of home, home furnishings and
automobiles) of $150,000 or more; or (ii) a net worth (as described
above) of at least $45,000 and had during the last tax year or
estimate that I will have during the current tax year a minimum of
$45,000 annual gross income, or that I meet the higher suitability
requirements imposed by my state of primary residence as set forth in
the Prospectus under "Suitability Standards."
___________________ ____________________
Initials Initials
(d) If I am a California resident or if the Person to whom I subsequently
propose to assign or transfer any Shares is a California resident,
I may not consummate a sale or transfer of my Shares, or any interest
therein, or receive any consideration therefor, without the prior
written consent of the Commissioner of the Department of Corporations
of the State of California, except as permitted in the Commissioner's
Rules, and I understand that my Shares, or any document evidencing my
Shares, will bear a legend reflecting the substance of the foregoing
___________________ ____________________
Initials Initials
(e) ARKANSAS, NEW MEXICO AND TEXAS RESIDENTS ONLY: I am purchasing the
Shares for my own account and acknowledge that the investment is not
liquid.
___________________ ____________________
Initials Initials
I declare that the information supplied above is true and correct and may be relied upon by the Company in connection with my
investment in the Company. Under penalties of perjury, by signing this Signature Page, I hereby certify that (a) I have
provided herein my correct Taxpayer Identification Number, and (b) I am not subject to back-up withholding as a result of a
failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to
back-up withholding.
----------------------------------------- ------------------------------------------------- ------------------------
----------------------------------------- ------------------------------------------------- ------------------------
Signature of Investor or Trustee Signature of Joint Owner, if applicable Date
(MUST BE SIGNED BY TRUSTEE(S) IF IRA, KEOGH OR QUALIFIED PLAN.)
7. ----- DISTRIBUTIONS ----------------------------------------------------------------------------------------------------------
7a. Check the applicable box to participate in the Dividend Reinvestment Plan: Percentage of participation:
100% [_] Other [_] ___%
7b. Complete the following section only to direct dividends to a party other than registered owner:
-------------------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------------------------
Account Number
-------------------------------------------------------------------------------------------
Street Address or P.O. Box
-------------------------------------------------------------------------------------------
City State Zip Code
------------------------------------------------- ------- --------------
8. ----- BROKER-DEALER ----------------------------------------------------------------------------------------------------------
(TO BE COMPLETED BY REGISTERED REPRESENTATIVE)
The Broker-Dealer or authorized representative must sign below to complete order. Broker-Dealer warrants that it is a duly
licensed Broker-Dealer and may lawfully offer Shares in the state designated as the investor's address or the state in which
the sale was made, if different. The Broker-Dealer or authorized representative warrants that he has reasonable grounds to
believe this investment is suitable for the subscriber as defined in Section 3(b) of the Rules of Fair Practice of the NASD
Manual and that he has informed subscriber of all aspects of liquidity and marketability of this investment as required by
Section 4 of such Rules of Fair Practice.
-------------------------------------------------------------------- ----------------
Broker-Dealer Name Telephone No. ( )
----------------------------------------------------------------------------------------------------
Broker-Dealer Street
Address or P.O. Box
----------------------------------------------------------------------------------------------------
City State Zip Code
------------------------------ ---------------------------- ----------------
-------------------------------------------------------------------- -----------------
Registered
Representative Name Telephone No. ( )
----------------------------------------------------------------------------------------------------
Reg. Rep. Street
Address or P.O. Box
----------------------------------------------------------------------------------------------------
City State Zip Code
------------------------------------- ---------------- ---------------------------
------------------------------------------------------------------ --------------------------------------------------------
------------------------------------------------------------------ --------------------------------------------------------
Broker-Dealer Signature, if required Registered Representative Signature
Please mail completed Subscription Agreement (with all signatures) and check(s) made payable to:
Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
800-448-1010 or 770-449-7800
Overnight address: Mailing address:
6200 The Corners Parkway, Suite 250 P.O. Box 926040
Norcross, Georgia 30092 Norcross, Georgia 30092-9209
FOR COMPANY USE ONLY:
---------------------------------------------------------------------------------------------------------------------------
ACCEPTANCE BY COMPANY Amount _____________________________ Date_________________________________________
Received and Subscription Accepted: Check No.____________________________ Certificate No. ______________________________
By:____________________________ Wells Real Estate Investment Trust, Inc.
___________________________ ____________________________________________________________ _____________________________
Broker-Dealer # Registered Representative # Account #
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT "B"
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
As of December 20, 1999
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Amended and Restated Articles of Incorporation,
adopted a Dividend Reinvestment Plan (the "DRP"), which is hereby amended and
restated in its entirety as set forth below. Capitalized terms shall have the
same meaning as set forth in the Articles unless otherwise defined herein.
1. Dividend Reinvestment. As agent for the shareholders ("Shareholders")
---------------------
of the Company who (a) purchased shares of the Company's common stock (the
"Shares") pursuant to the Company's initial public offering (the "Initial
Offering"), which commenced on January 30, 1998 and will terminate on or before
January 30, 2000, (b) purchase Shares pursuant to the Company's second public
offering (the "Second Offering"), which will commence immediately upon the
termination of the Initial Offering, or (c) purchase Shares pursuant to any
future offering of the Company ("Future Offering"), and who elect to participate
in the DRP (the "Participants"), the Company will apply all dividends and other
distributions declared and paid in respect of the Shares held by each
Participant (the "Dividends"), including Dividends paid with respect to any full
or fractional Shares acquired under the DRP, to the purchase of the Shares for
such Participants directly, if permitted under state securities laws and, if
not, through the Dealer Manager or Soliciting Dealers registered in the
Participant's state of residence.
2. Effective Date. The effective date of this Amended and Restated
--------------
Dividend Reinvestment Plan (the "DRP") shall be the date that the Second
Offering becomes effective with the Securities and Exchange Commission (the
"Commission").
3. Procedure for Participation. Any Shareholder who purchased Shares
---------------------------
pursuant to the Initial Offering, the Second Offering or any Future Offering and
who has received a prospectus, as contained in the Company's registration
statement filed with the Commission, may elect to become a Participant by
completing and executing the Subscription Agreement, an enrollment form or any
other appropriate authorization form as may be available from the Company, the
Dealer Manager or Soliciting Dealer. Participation in the DRP will begin with
the next Dividend payable after receipt of a Participant's subscription,
enrollment or authorization. Shares will be purchased under the DRP on the date
that Dividends are paid by the Company. Dividends of the Company are currently
paid quarterly. Each Participant agrees that if, at any time prior to the
listing of the Shares on a national stock exchange or inclusion of the Shares
for quotation on the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq"), he or she fails to meet the suitability
requirements for making an investment in the Company or cannot make the other
representations or warranties set forth in the Subscription Agreement, he or she
will promptly so notify the Company in writing.
4. Purchase of Shares. Participants will acquire DRP Shares from the
------------------
Company at a fixed price of $10 per Share until (i) all 2,200,000 of the DRP
Shares registered in the Second Offering are issued or (ii) the Second Offering
terminates and the Company elects to deregister with the Commission the unsold
DRP Shares. Participants in the DRP may also purchase fractional Shares so that
100% of the Dividends will be used to acquire Shares. However, a Participant
will not be able to acquire DRP Shares to the extent that any such purchase
would cause such Participant to exceed the Ownership Limit as set forth in the
Articles.
B-1
<PAGE>
Shares to be distributed by the Company in connection with the DRP may (but
are not required to) be supplied from: (a) the DRP Shares which will be
registered with the Commission in connection with the Company's Second Offering,
(b) Shares to be registered with the Commission in a Future Offering for use in
the DRP (a "Future Registration"), or (c) Shares of the Company's common stock
purchased by the Company for the DRP in a secondary market (if available) or on
a stock exchange or Nasdaq (if listed) (collectively, the "Secondary Market").
Shares purchased on the Secondary Market as set forth in (c) above will be
purchased at the then-prevailing market price, which price will be utilized for
purposes of purchases of Shares in the DRP. Shares acquired by the Company on
the Secondary Market or registered in a Future Registration for use in the DRP
may be at prices lower or higher than the $10 per Share price which will be paid
for the DRP Shares pursuant to the Initial Offering and the Second Offering.
If the Company acquires Shares in the Secondary Market for use in the DRP,
the Company shall use reasonable efforts to acquire Shares for use in the DRP at
the lowest price then reasonably available. However, the Company does not in
any respect guarantee or warrant that the Shares so acquired and purchased by
the Participant in the DRP will be at the lowest possible price. Further,
irrespective of the Company's ability to acquire Shares in the Secondary Market
or to complete a Future Registration for shares to be used in the DRP, the
Company is in no way obligated to do either, in its sole discretion.
It is understood that reinvestment of Dividends does not relieve a
Participant of any income tax liability which may be payable on the Dividends.
5. Share Certificates. The ownership of the Shares purchased through the
------------------
DRP will be in book-entry form only until the Company begins to issue
certificates for its outstanding common stock.
6. Reports. Within 90 days after the end of the Company's fiscal year,
-------
the Company shall provide each Shareholder with an individualized report on his
or her investment, including the purchase date(s), purchase price and number of
Shares owned, as well as the dates of Dividend distributions and amounts of
Dividends paid during the prior fiscal year. In addition, the Company shall
provide to each Participant an individualized quarterly report at the time of
each Dividend payment showing the number of Shares owned prior to the current
Dividend, the amount of the current Dividend and the number of Shares owned
after the current Dividend.
7. Commissions and Other Charges. In connection with Shares sold pursuant
-----------------------------
to the DRP, the Company will pay selling commissions of 7%; a dealer manager fee
of 2.5%; and, in the event that proceeds from the sale of DRP Shares are used to
acquire properties, acquisition and advisory fees and expenses of 3.5%, of the
purchase price of the DRP Shares.
8. Termination by Participant. A Participant may terminate participation
--------------------------
in the DRP at any time, without penalty by delivering to the Company a written
notice. Prior to listing of the Shares on a national stock exchange or Nasdaq,
any transfer of Shares by a Participant to a non-Participant will terminate
participation in the DRP with respect to the transferred Shares. If a
Participant terminates DRP participation, the Company will ensure that the
terminating Participant's account will reflect the whole number of shares in his
or her account and provide a check for the cash value of any fractional share in
such account. Upon termination of DRP participation, Dividends will be
distributed to the Shareholder in cash.
B-2
<PAGE>
9. Amendment or Termination of DRP by the Company. The Board of Directors
----------------------------------------------
of the Company may by majority vote (including a majority of the Independent
Directors) amend or terminate the DRP for any reason upon 10 days' written
notice to the Participants.
10. Liability of the Company. The Company shall not be liable for any act
------------------------
done in good faith, or for any good faith omission to act, including, without
limitation, any claims or liability; (a) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death; and (b) with respect to the time and the prices at
which Shares are purchased or sold for a Participant's account. To the extent
that indemnification may apply to liabilities arising under the Securities Act
of 1933, as amended, or the securities act of a sate, the Company has been
advised that, in the opinion of the Commission and certain state securities
commissioners, such indemnification is contrary to public policy and, therefore,
unenforceable.
B-3
<PAGE>
ALPHABETICAL INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Additional Information................................................ 158
Conflicts of Interest................................................. 50
Description of Properties............................................. 65
Description of Shares................................................. 141
ERISA Considerations.................................................. 137
Estimated Use of Proceeds............................................. 26
Experts............................................................... 158
Federal Income Tax Considerations..................................... 122
Financial Statements.................................................. 160
Glossary.............................................................. 159
Investment Objectives and Criteria.................................... 55
Legal Opinions........................................................ 157
Management............................................................ 28
Management Compensation............................................... 45
Management's Discussion and Analysis of Financial Condition And
Results of Operations................................................ 97
Plan of Distribution.................................................. 152
Prior Performance Summary............................................. 112
Prior Performance Tables.............................................. 209
Prospectus Summary.................................................... 9
Questions and Answers About This Offering............................. 1
Risk Factors.......................................................... 16
Suitability Standards................................................. 25
Supplemental Sales Material........................................... 157
The Operating Partnership Agreement................................... 149
</TABLE>
Until __________, 2001 (90 days after the date of this prospectus), all
dealers that affect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the obligation of dealers to deliver a prospectus when acting as
soliciting dealers.
We have not authorized any dealer, salesperson or other individual to give
any information or to make any representations that are not contained in this
prospectus. If any such information or statements are given or made, you should
not rely upon such information or representation. This prospectus does not
constitute an offer to sell any securities other than those to which this
prospectus relates, or an offer to sell, or a solicitation of an offer to buy,
to any person in any jurisdiction where such an offer or solicitation would be
unlawful. This prospectus speaks as of the date set forth below. You should not
assume that the delivery of this prospectus or that any sale made pursuant to
this prospectus implies that the information contained in this prospectus will
remain fully accurate and correct as of any time subsequent to the date of this
prospectus.
________________
WELLS REAL ESTATE
INVESTMENT TRUST, INC.
Up to 125,000,000 Shares
of Common Stock
Offered to the Public
________________
PROSPECTUS
________________
WELLS INVESTMENT
SECURITIES, INC.
___________, 200__
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31 Other Expenses of Issuance and Distribution
-------------------------------------------
Following is an itemized statement of the expenses of the offering and
distribution of the securities to be registered, other than
underwriting commissions:
Amount
------
SEC Registration Fee $ 372,241
NASD Filing Fee 30,500
Printing Expenses 2,000,000
Legal Fees and Expenses 500,000
Accounting Fees and Expenses 100,000
Blue Sky Fees and Expenses 157,273
Sales and Advertising Expenses 3,500,000
Seminars 6,600,000
Miscellaneous 5,339,986
---------
Total* $18,600,000
===========
* Estimated.
Item 32 Sales to Special Parties
------------------------
Not Applicable
Item 33 Recent Sales of Unregistered Securities
---------------------------------------
Not Applicable
Item 34 Indemnification of the Officers and Directors
---------------------------------------------
The MCGL permits a Maryland corporation to include in its Articles of
Incorporation a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgement as being material to the cause of action.
Subject to the conditions set forth below, the Articles of Incorporation
provide that the company shall indemnify and hold harmless a Director, Advisor
or Affiliate against any and all losses or liabilities reasonably incurred by
such Director, Advisor or Affiliate in connection with or by reason of any act
or omission performed or omitted to be performed on behalf of the Company in
such capacity.
Under the Company's Articles of Incorporation, the Company shall not
indemnify its Directors, Advisor or any Affiliate for any liability or loss
suffered by the Directors, Advisors or Affiliates, nor shall it provide that the
Directors, Advisors or Affiliates be held harmless for any loss or liability
suffered by the Company, unless all of the following conditions are met: (i) the
Directors, Advisor or Affiliates have determined , in good faith, that the
course of conduct which caused the loss or liability was in the best
II-1
<PAGE>
interests of the Company; (ii) the Directors, Advisor or Affiliates were acting
on behalf of or performing services of the Company (iii) such liability or loss
was not the result of (A) negligence or misconduct by the Directors, excluding
the Independent Directors, Advisors or Affiliates; or (B) gross negligence or
willful misconduct by the Independent Directors; and (iv) such indemnification
or agreement to hold harmless is recoverable only out of the company's net
assets and not from Shareholders. Notwithstanding the foregoing, the Directors,
Advisors or Affiliates and any persons acting as a broker-dealer shall not be
indemnified by the Company for any losses, liability or expenses arising from or
out of an alleged violation of federal or state securities laws by such party
unless one or more of the following conditions are met: (i) there has been a
successful adjudication on the merits of each count involving alleged securities
law violations as to the particular indemnitee; (ii) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as
to the particular indemnitee; and (iii) a court of competent jurisdiction
approves a settlement of the claims against a particular indemnitee and finds
that indemnification of the settlement and the related costs should be made, and
the court considering the request for indemnification has been advised of he
position of the SEC and of the published position of any state securities
regulatory authority in which securities of the Company were offered or sold as
to indemnification for violations of securities laws.
The Articles of Incorporation provide that the advancement of Company funds
to the Directors, Advisors or Affiliates for legal expenses and other costs
incurred as a result of any legal action for which indemnification is being
sought is permissible only if all of the following conditions are satisfied: (i)
the legal action relates to acts or omissions with respect to the performance of
duties or services on behalf of the company; (ii) the legal action is initiated
by a third party who is not a Shareholder or the legal action is initiated by a
Shareholder acting in his or her capacity as such and a court of competent
jurisdiction specifically approves such advancement; (iii) the Directors,
Advisor or Affiliates undertake to repay the advanced funds to the Company
together with the applicable legal rate of interest thereon, in cases in which
such Directors, Advisor or Affiliates are found not to be entitled to
indemnification.
The MGCL requires a Maryland corporation (unless its Articles of
Incorporation provide otherwise, which the Company's Articles of Incorporation
do not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity. The MGCL permits a Maryland
corporation to indemnify its present and former directors and officers, among
others, against judgements, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, under the MGCL a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. Indemnification under the
provisions of the MGCL is not deemed exclusive of any other rights, by
indemnification or otherwise, to which an officer or director may be entitled
under the Company's Articles of Incorporation or Bylaws, or under resolutions of
stockholders or directors, contract or otherwise. It is the position of the
Commission that indemnification of directors and
II-2
<PAGE>
officers for liabilities arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.
The Company also has purchased and maintains insurance on behalf of all of
its Directors and executive officers against liability asserted against or
incurred by them in their official capacities with the Company, whether or not
the Company is required or has the power to indemnify them against the same
liability.
Item 35 Treatment of Proceeds from Stock Being Registered
-------------------------------------------------
Not Applicable
Item 36 Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements:
--------------------
The following financial statements of Wells Real Estate
Investment Trust, Inc. are filed as part of this Registration
Statement and included in the Prospectus:
Audited Financial Statements
(1) Report of Independent Public Accountants,
(2) Consolidated Balance Sheets as of December 31, 1999
and December 31, 1998,
(3) Consolidated Statements of Income for the years ended
December 31, 1999 and 1998,
(4) Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1999 and 1998,
(5) Consolidated Statements of Cash Flows for the years
ended December 31, 1999 and 1998, and
(6) Notes to Consolidated Financial Statements.
Unaudited Financial Statements
(1) Balance Sheets as of June 30, 2000 and December 31,
1999,
(2) Statements of Income for the three months and six
months ended June 30, 2000 and 1999,
(3) Statements of Shareholders' Equity for the year ended
December 31, 1999 and the six months ended June 30,
2000,
(4) Statements of Cash Flows for the six months ended June
30, 2000 and 1999,
(5) Condensed Notes to Financial Statements.
The following financial statements relating to the acquisition of
the Dial Building are filed as part of this Registration
Statement and are included in the Prospectus:
(1) Report of Independent Public Accountants,
(2) Statement of Revenues Over Certain Operating Expenses
for the year ended December 31, 1999, and
(3) Notes to Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999.
II-3
<PAGE>
The following financial statements relating to the
acquisition of the ASML Building are filed as part of this
Registration Statement and are included in the Prospectus:
(1) Report of Independent Public Accountants,
(2) Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999,
and
(3) Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December 31,
1999.
The following financial statements relating to the
acquisition of the Motorola Building are filed as part of
this Registration Statement and are included in the
Prospectus:
(1) Report of Independent Public Accountants,
(2) Statement of Revenues Over Certain Operating
Expenses for the year ended December 31, 1999,
and
(3) Notes to Statement of Revenues Over Certain
Operating Expenses for the year ended December
31, 1999.
The following unaudited pro forma financial statements of
Wells Real Estate Investment Trust, Inc. are filed as part
of this Registration Statement and are included in the
Prospectus:
(1) Summary of Unaudited Pro Forma Financial
Statements,
(2) Pro Forma Statement of Income for the year ended
December 31, 1999, and
(3) Pro Forma Statement of Income for the six
months ended June 30, 2000.
(b) Exhibits (See Exhibit Index):
----------------------------
Exhibit No. Description
----------- -----------
1.1 Form of Dealer Manager Distribution Agreement
1.2 Form of Warrant Purchase Agreement
3.1 Amended and Restated Articles of Incorporation
3.2 Form of Bylaws (previously filed in and incorporated by reference
to Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)
3.3 Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on April 15, 1999)
4.1 Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)
II-4
<PAGE>
5.1 Opinion of Holland & Knight LLP as to legality of securities (to
be filed by amendment)
8.1 Opinion of Holland & Knight LLP as to tax matters (to be filed by
amendment)
10.1 Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (previously filed in and incorporated by reference to
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)
10.2 Advisory Agreement dated January 30, 2000 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-93933, filed on March 15, 2000)
10.3 Management Agreement between Registrant and Wells Management
Company, Inc. (previously filed in and incorporated by reference
to Registrant's Registration Statement on From S-11, Commission
File No. 333-83933, filed on July 28, 1999)
10.4 Leasing and Tenant Coordinating Agreement between Registrant and
Wells Management Company, Inc. (previously filed in and
incorporated by reference to Registrant's Registration Statement
on From S-11, Commission File No. 333-83933, filed on July 28,
1999)
10.5 Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)
10.6 Lease Agreement for the ABB Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)
10.7 Net Lease Agreement for the Lucent Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)
10.8 First Amendment to Net Lease Agreement for the Lucent Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)
10.9 Lease Agreement for the Iomega Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)
10.10 Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)
10.11 Lease Agreement for the Fairchild Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on August 14, 1998)
II-5
<PAGE>
10.12 Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)
10.13 Lease for the PWC Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 4 of the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on January 15, 1999)
10.14 Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on January 15, 1999)
10.15 Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
January 15, 1999)
10.16 Build-To-Suit Office Lease Agreement for the AT&T Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)
10.17 Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999).
10.18 Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999)
10.19 Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)
10.20 Rental Income Guaranty Agreement relating to the Bake Parkway
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)
10.21 Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)
II-6
<PAGE>
10.22 Guaranty of Lease for the Matsushita Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
5 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)
10.23 Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)
10.24 Lease Agreement for the Gartner Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on October 14, 1999)
10.25 Lease Agreement for the ABB Richmond Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
7 to Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on October 14, 1999)
10.26 Second Amendment to Lease Agreement for the ABB Richmond Building
(previously filed in and incorporated by reference to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on November 17, 1999)
10.27 Amended and Restated Joint Venture Partnership Agreement of The
Wells Fund XI-Fund XII - REIT Joint Venture (previously filed in
and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on November 17, 1999)
10.28 Lease Agreement with Cinemark USA, Inc. for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)
10.29 Lease Agreement with The Coca-Cola Company for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)
10.30 Lease Agreement for the Metris Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on March 15, 2000)
10.31 Promissory Note for $26,725,000 for the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
10.32 Mortgage, Assignment and Security Agreement for the Videojet
Building and the AT&T Building securing the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
II-7
<PAGE>
10.33 Assumption and Modification Agreement for the Metris Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
10.34 Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10.11 and
incorporated by reference to Post-Effective Amendment No. 2 to
Form S-11 Registration Statement of Wells Real Estate Fund XII,
L.P. on Form S-11, Commission File No. 33-66657, filed on April
25, 2000)
10.35 Lease Agreement for the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)
10.36 First Amendment to Lease Agreement for the Dial Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.37 Lease Agreement for the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)
10.38 First Amendment to Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.39 Ground Lease Agreement for the ASML Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)
10.40 First Amendment to Ground Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.41 Lease Agreement for the Motorola Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)
10.42 First Amendment to Lease Agreement for the Motorola Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.43 Ground Lease Agreement for the Motorola Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on Form S-
11, Commission File No. 333-83933, filed on June 9, 2000)
II-8
<PAGE>
10.44 Promissory Note for $5,000,000 to Ryan Companies US, Inc.
relating to the Motorola Building
10.45 Purchase Money Deed of Trust, Assignment of Leases and Rents,
Fixture Filing and Security Agreement securing the Motorola
Building
10.46 Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)
10.47 Joint Venture Partnership Agreement of Fund VII-IX-REIT Joint
Venture
10.48 Lease Agreement for the Avnet Building
10.49 Ground Lease Agreement for the Avnet Building
10.50 Lease Agreement for the Delphi Building
10.51 Lease Agreement for the Bake Parkway Building
23.1 Consent of Holland & Knight LLP (included in exhibits 5.1 and
8.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
Item 37 Undertakings
------------
(a) The Registrant undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933 (the
"Act"); (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement, including (but not limited to) any
addition or deletion of a managing underwriter.
(b) The Registrant undertakes (i) that, for the purpose of
determining any liability under the Act, each such post-effective
amendment may be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof, (ii) that all post-effective
amendments will comply with the applicable forms, rules and
regulations of the Commission in effect at the time such post-
effective amendments are filed, and (iii) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
II-9
<PAGE>
(c) The Registrant undertakes to send to each shareholder,
at least on an annual basis, a detailed statement of any
transactions with the Advisor or its affiliates, and of fees,
commissions, compensation and other benefits paid, or accrued to
the Advisor or its affiliates, for the fiscal year completed,
showing the amount paid or accrued to each recipient and the
services performed.
(d) To file a sticker supplement pursuant to Rule 424(c)
under the Act during the distribution period describing each
property not identified in the prospectus at such time as there
arises a reasonable probability that such property will be
acquired and to consolidate all such stickers into a post-
effective amendment filed at least once every three months with
the information contained in such amendment provided
simultaneously to the existing shareholders; each sticker
supplement should disclose all compensation and fees received by
the Advisor and its affiliates in connection with any such
acquisition; the post-effective amendment shall include audited
financial statements meeting the requirements of Rule 3-14 of
Regulation S-X only for properties acquired during the
distribution period.
(e) To file, after the end of the distribution period, a
current report on Form 8-K containing the financial statements
and any additional information required by Rule 3-14 of
Regulation S-X, to reflect each commitment (i.e., the signing of
a binding purchase agreement) made after the end of the
distribution period involving the use of 10% or more (on a
cumulative basis) of the net proceeds of the offering and to
provide the information contained in such report to the
shareholders at least once each quarter after the distribution
period of the offering has ended.
(f) The Registrant undertakes to file the financial
statements as required by Form 10-K for the first full fiscal
year of operations and to provide each shareholder the financial
statements required by Form 10-K for such year.
(g) The Registrant undertakes to distribute to each
shareholder, within sixty (60) days after the close of each
quarterly period, a copy of each report on Form 10-Q which is
required to be filed with the Commission or a quarterly report
containing at least as much information as the report on Form 10-
Q.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-10
<PAGE>
TABLE VI
ACQUISITIONS OF PROPERTIES BY PROGRAMS
The information contained on the following pages relates to acquisitions of
properties within the past three years by the Wells REIT and prior programs with
which Wells Capital, Inc., the Advisor to the Wells REIT, and its affiliates
have been affiliated and which have substantially similar investment objectives
to the Wells REIT. This table provides potential investors with information
regarding the general nature and location of the properties and the manner in
which the properties were acquired. None of the information in this Table VI has
been audited.
II-11
<PAGE>
TABLE VI
--------
Wells Funds IX, X, XI and REIT
------------------------------
<TABLE>
<CAPTION>
<S> <C>
Name of property Ohmeda Building
Location of property Centennial Parkway, Louisville, Boulder County, Colorado
Type of property Two-story office building
Size of parcel 15 acres
Gross leasable space 106,750 sq. feet
Date of commencement of Fund IX - February 12, 1996
operations/1/ Fund X - February 4, 1997
Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase/2/ February 13, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $ 100,000
Contract purchase price
plus acquisition fee $10,331,644
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/3/ $ 572,851
Total Acquisition Cost $10,904,495
</TABLE>
_____________________
/1/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/2/ The Fund IX-X Joint Venture acquired the Ohmeda Building on February
13, 1998, and on June 11, 1998, Wells Fund XI and Wells OP (the operating
partnership of the Wells REIT) were admitted to the Fund IX-X Joint Venture as
joint venture partners.
/3/ Includes improvements made after acquisitions through June 30, 2000.
II-12
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds IX, X, XI and REIT
------------------------------
Name of property Interlocken Building
Location of property Highway 36, Broomfield, Boulder County, Colorado
Type of property Three-story multi-tenant office building
Size of parcel 5.1 acres
Gross leasable space 51,974 sq. feet
Date of commencement of Fund IX - February 12, 1996
operations/4/ Fund X - February 4, 1997
Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase/5/ March 20, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $ 50,000
Contract purchase price
plus acquisition fee $8,293,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/6/ $ 447,766
Total Acquisition Cost $8,740,766
________________________
/4/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/5/ The Fund IX-X Joint Venture acquired the Interlocken Building on March
20, 1998, and on June 11, 1998, Wells Fund XI and Wells OP (the operating
partnership of the Wells REIT) were admitted to the Fund IX-X Joint Venture as
joint venture partners.
/6/ Includes improvements made after acquisitions through June 30, 2000.
II-13
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds IX, X, XI and REIT
------------------------------
Name of property Iomega Building
Location of property 2976 South Commerce Way, Ogden, Weber County, Utah
Type of property One-story warehouse and office building
Size of parcel 8.03 acres
Gross leasable space 100,000 sq. feet
Date of commencement of Fund IX - February 12, 1996
operations/7/ Fund X - February 4, 1997
Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase/8/ April 1, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $50,000
Contract purchase price
plus acquisition fee $5,050,425
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/9/ $1,097,658
Total Acquisition Cost $6,148,083
_______________
/7/ The date minimum offering proceeds were obtained and funds became available
for investment in properties.
/8/ Wells Fund X acquired the Iomega Building on April 1, 1998, and on June 24,
1998, Wells Fund X contributed the Iomega Building to the Fund IX-X-XI-REIT
Joint Venture.
/9/ Includes improvements made after acquisitions through June 30, 2000.
II-14
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds IX, X, XI and REIT
------------------------------
Name of property Lucent Building
Location of property 14400 Hertz Quail Springs Parkway, Oklahoma City,
Oklahoma
Type of property One-story office building
Size of parcel 5.3 acres
Gross leasable space 57,186 sq. feet
Date of commencement of Fund IX - February 12, 1996
operations/10/ Fund X - February 4, 1997
Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase June 24, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $1,600,000
Contract purchase price
plus acquisition fee $5,504,276
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/11/ $127,062
Total Acquisition Cost $5,631,338
_______________
/10/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/11/ Includes improvements made after acquisitions through June 30, 2000.
II-15
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds X, XI and REIT
--------------------------
Name of property Cort Furniture Building
Location of property 10700 Spencer Avenue, Fountain Valley, Orange County,
California
Type of property One-story office and warehouse building
Size of parcel 3.65 acres
Gross leasable space 52,000 sq. feet
Date of commencement of Fund X - February 4, 1997
operations/12/ Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase July 31, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $100,000
Contract purchase price
plus acquisition fee $6,548,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/13/ $303,616
Total Acquisition Cost $6,851,616
______________
/12/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/13/ Includes improvements made after acquisitions through June 30, 2000.
II-16
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds X, XI and REIT
--------------------------
Name of property Fairchild Building
Location of property 47320 Kato Road, Fremont, Alameda County, California
Type of property Two-story office and manufacturing building
Size of parcel 3.05 acres
Gross leasable space 58,424 sq. feet
Date of commencement of Fund X - February 4, 1997
operations/14/ Fund XI - March 3, 1998
REIT - June 5, 1998
Date of purchase July 21, 1998
Mortgage financing at
date of purchase N/A
Cash down payment $100,000
Contract purchase price
plus acquisition fee $8,960,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/15/ $397,409
Total Acquisition Cost $9,357,409
______________
/14/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/15/ Includes improvements made after acquisitions through June 30, 2000.
II-17
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property PricewaterhouseCoopers Building
Location of property George Road, Tampa, Hillsborough County, Florida
Type of property Four-story office building
Size of parcel 9 acres
Gross leasable space 130,091 sq. feet
Date of commencement of June 5, 1998
operations/16/
Date of purchase December 31, 1998
Mortgage financing at
date of purchase $14,132,538
Cash down payment $420,000
Contract purchase price
plus acquisition fee $21,226,463
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $898,168
Total Acquisition Cost $22,124,631
______________
/16/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-18
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property AT&T Building
Location of property Progress Avenue and Interstate Drive, Harrisburg,
Dauphin County, Pennsylvania
Type of property Four-story office building
Size of parcel 10.5 acres
Gross leasable space 81,859 sq. feet
Date of commencement of June 5, 1998
operations/17/
Date of purchase February 4, 1999
Mortgage financing at
date of purchase $6,425,000
Cash down payment 250,000
Contract purchase price
plus acquisition fee $12,531,900
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $232,209
Total Acquisition Cost $12,764,109
______________
/17/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-19
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Matsushita Building
Location of property Pacific Commercentre, Lake Forest, Orange County,
California
Type of property Construction of a two-story office building
Size of parcel 8.8 acres
Gross leasable space 150,000 sq. feet
Date of commencement of June 5, 1998
operations/18/
Date of purchase March 15, 1999
Mortgage financing at
date of purchase N/A
Cash down payment N/A
Contract purchase price
plus acquisition fee $4,577,485
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/19 $13,822,515
Total Acquisition Cost $18,400,000
______________
/18/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/19/ Includes improvements made after acquisitions through June 30, 2000.
II-20
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds XI, XII and REIT
----------------------------
Name of property EYBL CarTex Building
Location of property 111 SouthChase Boulevard in SouthChase Industrial
Park, Fountain Inn, Greenville County, South Carolina
Type of property Two-story manufacturing and office building
Size of parcel 11.94 acres
Gross leasable space 169,510 sq. feet
Date of commencement of Fund XI - March 3, 1998
operations/20/ Fund XII - June 1, 1999
REIT - June 5, 1998
Date of purchase May 18, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $50,000
Contract purchase price
plus acquisition fee $5,122,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $225,540
Total Acquisition Cost $5,347,540
______________
/20/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-21
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds XI, XII and REIT
----------------------------
Name of property Sprint Building
Location of property Leawood, Kansas
Type of property Three-story office building
Size of parcel 7.12 acres
Gross leasable space 68,900 sq. feet
Date of commencement of Fund XI - March 3, 1998
operations/21/ Fund XII - June 1, 1999
REIT - June 5, 1998
Date of purchase July 2, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $1,000,000
Contract purchase price
plus acquisition fee $9,546,210
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $398,299
Total Acquisition Cost $9,944,509
______________
/21/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-22
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property ABB Richmond Building
Location of property Midlothian, Chesterfield County, Virginia
Type of property Four story office building
Size of parcel 7.49 acres
Gross leasable space 102,000 sq. feet
Date of commencement of June 5, 1998
operations/22/
Date of purchase July 22, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $948,400
Contract purchase price
plus acquisition fee $948,400
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/23/ $8,003,806
Total Acquisition Cost $8,952,206
______________
/22/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/23/ Includes the improvements made after acquisition through June 30, 2000.
II-23
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds XI, XII and REIT
----------------------------
Name of property Johnson Matthey Building
Location of property 434-436 Devon Park Drive, Tredyffrin, Chester
County, Pennsylvania
Type of property Research and development,
office and warehouse building
Size of parcel 10.0 acres
Gross leasable space 130,000 sq. feet
Date of commencement of Fund XI - March 3, 1998
operations/24/ Fund XII - June 1, 1999
REIT - June 5, 1998
Date of purchase August 17, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $200,000
Contract purchase price
plus acquisition fee $8,050,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $342,077
Total Acquisition Cost $8,392,077
______________
/24/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-24
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Marconi Building
Location of property Chancellory Business Park, Wood Dale, Illinois
Type of property Two story office, assembly
and manufacturing building
Size of parcel 15.3 acres
Gross leasable space 250,354 sq. feet
Date of commencement of REIT - June 5, 1998
operations/25
Date of purchase September 10, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $500,000
Contract purchase price
plus acquisition fee $32,630,940
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $1,912,472
Total Acquisition Cost $34,543,412
______________
/25/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-25
<PAGE>
TABLE VI (continued)
--------------------
Wells Funds XI, XII and REIT
----------------------------
Name of property Gartner Building
Location of property Fort Myers, Florida
Type of property Two story office building
Size of parcel 4.9 acres
Gross leasable space 62,400 sq. feet
Date of commencement of Fund XI - March 3, 1998
operations/26/ Fund XII - June 1, 1999
REIT - June 5, 1998
Date of purchase September 20, 1999
Mortgage financing at
date of purchase N/A
Cash down payment $500,000
Contract purchase price
plus acquisition fee $8,347,600
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $347,824
TotalAcquisition Cost $8,695,424
_________________________
/26/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-26
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Cinemark Building
Location of property Plano, Collin County, Texas
Type of property Five story office building
Size of parcel 3.52 acres
Gross leasable space 118,108 sq. feet
Date of commencement of June 5, 1998
operations/27/
Date of purchase December 21, 1999
Mortgage financing at
date of purchase N/A
Cash down payment N/A
Contract purchase price
plus acquisition fee $21,826,900
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $920,379
Total Acquisition Cost $22,747,279
____________________________
/27/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-27
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Metris Building
Location of property Tulsa, Tulsa County, Oklahoma
Type of property Three story office building
Size of parcel 14.6 acres
Gross leasable space 101,100 sq. feet
Date of commencement of June 5, 1998
operations/28/
Date of purchase February 11, 2000
Mortgage financing at
date of purchase 8,000,000
Cash down payment $4,740,000
Contract purchase price
plus acquisition fee $12,740,000
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $521,072
Total Acquisition Cost $13,261,072
_________________________________
/28/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-28
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Dial Building
Location of property 15501 N. Dial Boulevard, Scottsdale,
Maricopa County, Arizona
Type of property Two story office building
Size of parcel 8.8 acres (approximately)
Gross leasable space 129,689 sq. feet
Date of commencement of June 5, 1998
operations/29/
Date of purchase March 29, 2000
Mortgage financing at
date of purchase $14,289,309
Cash down payment $100,000
Contract purchase price
plus acquisition fee $14,289,309
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized $597,264
Total Acquisition Cost $14,886,573
______________________________
/29/ The date minimum offering proceeds were obtained and funds
became available for investment in properties.
II-29
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property ASML Building
Location of property 8555 South River Parkway, Tempe, Maricopa County,
Arizona
Type of property Two story office and warehouse building
Size of parcel 9.51 acres
Gross leasable space 95,133 sq. feet
Date of commencement of June 5, 1998
operations/30/
Date of purchase March 29, 2000
Mortgage financing at
date of purchase $17,397,133
Cash down payment $100,000
Contract purchase price
plus acquisition fee $17,397,133
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized N/A
Total Acquisition Cost $17,397,133
___________________________
/30/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-30
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Motorola Building
Location of property 8075 South River Parkway, Tempe, Maricopa County,
Arizona
Type of property Two story office building
Size of parcel 12.44 acres
Gross leasable space 133,225 sq. feet
Date of commencement of June 5, 1998
operations/31/
Date of purchase March 29, 2000
Mortgage financing at
date of purchase $8,813,558
Cash down payment $100,000
Contract purchase price
plus acquisition fee $16,036,219
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized 669,639
Total Acquisition Cost 16,705,858
_______________________________
/31/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-31
<PAGE>
TABLE VI (continued)
--------------------
Wells Fund XII and REIT
-----------------------
Name of property Siemens Building
Location of property 4685 Investment Drive, Troy, Oakland County,
Michigan
Type of property Three story office building
Size of parcel 5.3 acres
Gross leasable space 71,054 sq. feet
Date of commencement of Fund XII - June 1, 1999
operations/32/ REIT - June 5, 1998
Date of purchase May 10, 2000
Mortgage financing at
date of purchase N/A
Cash down payment $400,000
Contract purchase price
plus acquisition fee $14,292,489
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized/33/ $1,440,430
Total Acquisition Cost $12,852,059
_________________________________
/32/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
/33/ Includes improvements made after acquisitions through June 30,
2000.
II-32
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Avnet Building
Location of property 8700 South Price Road, Tempe,
Maricopa County, Arizona
Type of property Two story office building
Size of parcel 9.63 acres
Gross leasable space 132,070 sq. feet
Date of commencement of June 5, 1998
operations/34/
Date of purchase June 12, 2000
Mortgage financing at
date of purchase N/A
Cash down payment $100,000
Contract purchase price
plus acquisition fee $13,269,502
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized N/A
Total Acquisition Cost $13,269,502
__________________________
/34/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-33
<PAGE>
TABLE VI (continued)
--------------------
Wells REIT
----------
Name of property Delphi Building
Location of property 1441 West Long Lake Road, Troy,
Oakland County, Michigan
Type of property Three story office building
Size of parcel 5.52 acres
Gross leasable space 107,152 sq. feet
Date of commencement of June 5, 1998
operations/35/
Date of purchase June 29, 2000
Mortgage financing at
date of purchase $8,000,000
Cash down payment N/A
Contract purchase price
plus acquisition fee $19,921,332
Other cash expenditures
expensed N/A
Other cash expenditures
capitalized N/A
Total Acquisition Cost $19,921,332
____________________________
/35/ The date minimum offering proceeds were obtained and funds became
available for investment in properties.
II-34
<PAGE>
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 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 18th day of
August, 2000.
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
Registration Statement has been signed below on August 18, 2000 by the following
persons in the capacities indicated.
Name Title
---- -----
/s/ Leo F. Wells, III President and Director
--------------------------------
Leo F. Wells, III (Principal Executive Officer)
/s/ Douglas P. Williams Executive Vice President and Director
--------------------------------
Douglas P. Williams (Principal Financial and Accounting
Officer)
/s/ John L. Bell Director
--------------------------------
John L. Bell
/s/ Richard W. Carpenter Director
--------------------------------
Richard W. Carpenter
/s/ Bud Carter Director
--------------------------------
Bud Carter
/s/ William H. Keogler, Jr. Director
--------------------------------
William H. Keogler, Jr.
/s/ Donald S. Moss Director
--------------------------------
Donald S. Moss
/s/ Walter W. Sessoms Director
--------------------------------
Walter W. Sessoms
/s/ Neil H. Strickland Director
--------------------------------
Neil H. Strickland
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Form of Dealer Manager Distribution Agreement, filed herewith
1.2 Form of Warrant Purchase Agreement, filed herewith
3.1 Amended and Restated Articles of Incorporation, filed herewith
3.2 Form of Bylaws (previously filed in and incorporated by reference
to Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)
3.3 Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on April 15, 1999)
4.1 Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)
5.1 Opinion of Holland & Knight LLP as to legality of securities (to
be filed by amendment)
8.1 Opinion of Holland & Knight LLP as to tax matters (to be filed by
amendment)
10.1 Agreement of Limited Partnership of Wells Operating Partnership,
L.P. (previously filed in and incorporated by reference to
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)
10.2 Advisory Agreement dated January 30, 2000 (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-93933, filed on March 15, 2000)
10.3 Management Agreement between Registrant and Wells Management
Company, Inc. (previously filed in and incorporated by reference
to Registrant's Registration Statement on From S-11, Commission
File No. 333-83933, filed on July 28, 1999)
10.4 Leasing and Tenant Coordinating Agreement between Registrant and
Wells Management Company, Inc. (previously filed in and
incorporated by reference to Registrant's Registration Statement
on From S-11, Commission File No. 333-83933, filed on July 28,
1999)
10.5 Amended and Restated Joint Venture Agreement of The Fund IX, Fund
X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)
10.6 Lease Agreement for the ABB Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on July 9, 1998)
10.7 Net Lease Agreement for the Lucent Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)
<PAGE>
10.8 First Amendment to Net Lease Agreement for the Lucent Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
July 9, 1998)
10.9 Lease Agreement for the Iomega Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)
10.10 Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)
10.11 Lease Agreement for the Fairchild Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 3
of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on August 14, 1998)
10.12 Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)
10.13 Lease for the PWC Building (previously filed in and incorporated
by reference to Post-Effective Amendment No. 4 of the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on January 15, 1999)
10.14 Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on January 15, 1999)
10.15 Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PC Building securing the SouthTrust Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
January 15, 1999)
10.16 Build-To-Suit Office Lease Agreement for the AT&T Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)
10.17 Amendment No. 1 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999).
10.18 Amendment No. 2 to Build-To-Suit Office Lease Agreement for the
AT&T Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 5 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-
32099, filed on April 15, 1999)
10.19 Build-To-Suit Office Lease Agreement Guaranty Payment and
Performance for the AT&T Building (previously filed in and
incorporated by reference to Post-Effective
<PAGE>
Amendment No. 5 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on April 15,
1999)
10.20 Rental Income Guaranty Agreement relating to the Bake Parkway
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
April 15, 1999)
10.21 Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)
10.22 Guaranty of Lease for the Matsushita Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
5 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on April 15, 1999)
10.23 Fifth Amendment to Lease for the Johnson Matthey Building
(previously filed as Exhibit 10.7 and incorporated by reference
to Post-Effective Amendment No. 1 to the Registration Statement
of Wells Real Estate Fund XII, L.P. on Form S-11, Commission File
No. 33-66657, filed on September 1, 1999)
10.24 Lease Agreement for the Gartner Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 7 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on October 14, 1999)
10.25 Lease Agreement for the ABB Richmond Building (previously filed
in and incorporated by reference to Post-Effective Amendment No.
7 to Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on October 14, 1999)
10.26 Second Amendment to Lease Agreement for the ABB Richmond Building
(previously filed in and incorporated by reference to Amendment
No. 1 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on November 17, 1999)
10.27 Amended and Restated Joint Venture Partnership Agreement of the
Wells Fund XI-Fund XII - REIT Joint Venture (previously filed in
and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on November 17, 1999)
10.28 Lease Agreement with Cinemark USA, Inc. for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)
10.29 Lease Agreement with The Coca-Cola Company for a portion of the
Cinemark Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on March 15, 2000)
10.30 Lease Agreement for the Metris Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on March 15, 2000)
<PAGE>
10.31 Promissory Note for $26,725,000 for the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
10.32 Mortgage, Assignment and Security Agreement for the Videojet
Building and the AT&T Building securing the Bank of America Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
10.33 Assumption and Modification Agreement for the Metris Loan
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 1 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on March 15,
2000)
10.34 Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10.11 and
incorporated by reference to Post-Effective Amendment No. 2 to
Form S-11 Registration Statement of Wells Real Estate Fund XII,
L.P. on Form S-11, Commission File No. 33-66657, filed on April
25, 2000)
10.35 Lease Agreement for the Dial Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)
10.36 First Amendment to Lease Agreement for the Dial Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.37 Lease Agreement for the ASML Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on June 9, 2000)
10.38 First Amendment to Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.39 Ground Lease Agreement for the ASML Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)
10.40 First Amendment to Ground Lease Agreement for the ASML Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's Registration Statement
on Form S-11, Commission File No. 333-83933, filed on June 9,
2000)
10.41 Lease Agreement for the Motorola Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 2
to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)
10.42 First Amendment to Lease Agreement for the Motorola Building
(previously filed in and incorporated by reference to Post-
Effective Amendment No. 2 to Registrant's
<PAGE>
Registration Statement on Form S-11, Commission File No. 333-
83933, filed on June 9, 2000)
10.43 Ground Lease Agreement for the Motorola Building (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on Form S-
11, Commission File No. 333-83933, filed on June 9, 2000)
10.44 Promissory Note for $5,000,000 to Ryan Companies US, Inc.
relating to the Motorola Building, filed herewith
10.45 Purchase Money Deed of Trust, Assignment of Leases and Rents,
Fixture Filing and Security Agreement securing the Motorola
Building, filed herewith
10.46 Office Lease for the Siemens Building (previously filed as
Exhibit 10.13 and incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement of Wells Real
Estate Fund XII, L.P. on Form S-11, Commission File No. 33-66657,
filed on July 25, 2000)
10.47 Joint Venture Partnership Agreement of Fund VII-IX-REIT Joint
Venture, filed herewith
10.48 Lease Agreement for the Avnet Building, filed herewith
10.49 Ground Lease Agreement for the Avnet Building, filed herewith
10.50 Lease Agreement for the Delphi Building, filed herewith
10.51 Lease Agreement for the Bake Parkway Building, filed herewith
23.1 Consent of Holland & Knight LLP (included in exhibits 5.1 and
8.1)
23.2 Consent of Arthur Andersen LLP, filed herewith
24.1 Power of Attorney, filed herewith
