<PAGE>
As filed with the Securities and Exchange Commission on January 20, 2000
Registration No. 333-32099
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
POST-EFFECTIVE AMENDMENT NO. 8 TO
FORM S-11
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------------
WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in governing instruments)
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
(770) 449-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Douglas P. Williams, Executive Vice President
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
770-449-7800
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Donald Kennicott, Esq.
Michael K. Rafter, Esq.
Holland & Knight LLP
1201 West Peachtree Street, N.W., Suite 2000
Atlanta, Georgia 30309-3400
(404) 817-8500
-------------------------------------
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>
Deregistration of Shares
Wells Real Estate Investment Trust, Inc. (the "Registrant") filed a
Registration Statement on Form S-11 (Commission File No. 333-32099) (the
"Registration Statement"), which the Securities and Exchange Commission declared
effective on January 30, 1998, pursuant to which the Registrant registered
16,500,000 shares of its common stock, of which 14,400,000 shares were offered
to the public on a "best efforts" basis, 1,500,000 shares were offered pursuant
to the dividend reinvestment plan, and 600,000 shares were registered for
issuance to participating broker-dealers upon their exercise of soliciting
dealer warrants.
As of December 20, 1999, the Registrant had sold a total of 13,218,192
shares pursuant to the Registration Statement, including 13,014,370 shares sold
to the public and 203,822 shares sold pursuant to the dividend reinvestment
plan. As of December 20, 1999, the Registrant has terminated the offering of
the shares covered by this Registration Statement, and hereby deregisters the
remaining 3,281,808 shares, including 1,385,630 shares offered to the public,
1,296,178 shares offered pursuant to the dividend reinvestment plan and 600,000
shares to be issued upon exercise of the soliciting dealer warrants, all of
which were previously registered under the Registration Statement and remained
unsold as of December 20, 1999.
<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 Post-Effective
Amendment No. 8 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norcross, and State of
Georgia, on the 18th day of January, 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 Post-
Effective Amendment No. 8 to Registration Statement has been signed below on
January 18, 2000 by the following persons in the capacities indicated.
Name Title
- ---- -----
/s/ Leo F. Wells, III President and Director
- ----------------------------- (Principal Executive Officer)
Leo F. Wells, III
/s/ Douglas P. Williams Executive Vice President (Principal
- ----------------------------- Financial and Accounting Officer)
Douglas P. Williams
/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
* By Leo F. Wells, III, as Attorney-in-fact, pursuant to Power of Attorney
dated August 19, 1998 and included as Exhibit 24.1 hereto.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
24.1 Power of Attorney, filed herewith
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Leo F. Wells, III and Brian M. Conlon, or either of them acting singly, as his
true and lawful attorney-in-fact, for him and in his name, place and stead, to
execute and sign any and all post-effective amendments to the Registration
Statement on Form S-11 of Wells Real Estate Investment Trust, Inc. (Commission
File No. 333-32099) or any additional Registration Statement filed pursuant to
Rule 462 and to cause the same to be filed with the Securities and Exchange
Commission hereby granting to said attorneys-in-fact and each of them full power
and authority to do and perform all and every act and thing whatsoever requisite
or desirable to be done in and about the premises as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact or either of them may
do or cause to be done by virtue of these presents.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below, effective as of August 19, 1998,
by the following persons and in the capacities indicated below.
Signatures Title
- ---------- -----
/s/ Leo F. Wells, III President and Director
- -------------------------------- (Principal Executive Officer)
Leo F. Wells, III
/s/ Brian M. Conlon Executive Vice President (Principal
- -------------------------------- Financial and Accounting Officer)
Brian M. Conlon and Director
/s/ John L. Bell Director
- --------------------------------
John L. Bell
/s/ Richard W. Carpenter Director
- --------------------------------
Richard W. Carpenter
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/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
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