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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 7, 1996
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WEEKS CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 011-13254 58-1525322
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4497 Park Drive, Norcross, Georgia 30093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 923-4076
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This document consists of pages
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The Exhibit Index is at page 4.
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Item 5. Other Events
Weeks Corporation (the "Registrant") is filing this Current Report on
Form 8-K so as to file with the Securities and Exchange Commission certain items
that are to be incorporated by reference into its Registration Statement on Form
S-3 (Registration No. 333-1106).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 - Pricing Agreement between the Registrant, Weeks Realty,
L.P. and the Underwriter named therein dated as of
November 7, 1996
5 - Opinion of King & Spalding regarding legality of issuance
of 2,573,333 Shares of Common Stock
23 - Consent of Arthur Andersen LLP
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEEKS CORPORATION
(Registrant)
Date: November 7, 1996 By: /s/ David P. Stockert
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David P. Stockert
Senior Vice President and
Chief Financial Officer
-3-
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EXHIBIT INDEX
Exhibit Number and Description Page
- ------------------------------ ----
1 - Pricing Agreement between the Registrant, Weeks Realty, L.P.,
and the Underwriter named therein dated as of November 7, 1996
5 - Opinion of King & Spalding regarding legality of issuance
of 2,573,333 Shares of Common Stock
23 - Consent of Arthur Andersen LLP
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PRICING AGREEMENT
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November 7, 1996
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Weeks Corporation, a Georgia corporation (the "Company") and the owner of 100%
of the shares of both Weeks GP Holdings, Inc. ("Weeks GP") and Weeks LP
Holdings, Inc. ("Weeks LP"), the general partner and a limited partner,
respectively, of Weeks Realty, L.P., a Georgia limited partnership (the
"Operating Partnership"), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated November 6, 1995, as herein
modified (the "Underwriting Agreement"), to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule
II hereto (the "Designated Shares" consisting of Firm Shares and any Optional
Shares the Underwriters may elect to purchase). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated Shares
which are the subject of this Pricing Agreement. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as therein
defined. Pursuant to Section 1 of the Underwriting Agreement, the Underwriters
are also the "Representatives" under the Underwriting Agreement. The address of
the Underwriters is set forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus,
as the case may be, relating to the Designated Shares, in the form heretofore
delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, (a) the Company agrees to issue and
sell to the Underwriters, and the Underwriters agree to purchase from the
Company, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the number of Firm Shares set forth opposite the
name of such Underwriters in Schedule I hereto and, (b) in the event and to the
extent that the Underwriters shall exercise the election to purchase Optional
Shares, as provided below, the Company agrees to issue and sell to the
Underwriters, and the Underwriters agree to purchase from the Company at the
purchase price to the Underwriters set forth in Schedule II hereto, that portion
of the number of Optional Shares as to which such election shall have been
exercised.
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The Company hereby grants to the Underwriters the right to purchase at its
election up to the number of Optional Shares set forth opposite the name of such
Underwriters in Schedule I hereto on the terms referred to in the paragraph
above for the sole purpose of covering overallotments in the sale of the Firm
Shares. Any such election to purchase Optional Shares may be exercised by
written notice from the Underwriters to the Company given within a period of 30
calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Underwriters, but in
no event earlier than the First Time of Delivery or, unless the Underwriters and
the Company otherwise agree in writing, no earlier than two or later than ten
business days after the date of such notice.
Section 2(g) of the Underwriting Agreement is hereby deleted and replaced by
the following:
(g) The authorized capitalization of the Company and its consolidated
subsidiaries is as set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly authorized and issued
and are fully paid and non-assessable; the Second Amended and Restated Agreement
of Limited Partnership of Weeks Realty, L.P., as amended by the First Amendment
to the Second Amended and Restated Agreement of Limited Partnership of Weeks
Realty, L.P. (the "Operating Partnership Agreement") and the partnership
agreement of each other partnership subsidiary of the Company or the Operating
Partnership, as the case may be, have been duly authorized, executed and
delivered by each partner thereof and is valid, legally binding and enforceable
in accordance with its terms; and all of the partnership interests in the
Operating Partnership and each other partnership subsidiary of the Company or
the Operating Partnership, as the case may be, and all of the issued shares of
capital stock of each corporate subsidiary of the Company or the Operating
Partnership, as the case may be, have been duly and validly authorized and
issued, are fully paid and, in the case of corporate subsidiaries, are non-
assessable, and (except as described in the Prospectus) are owned directly or
indirectly by the Company or the Operating Partnership, free and clear of all
liens, encumbrances, equities or claims;
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company, one for the Operating Partnership and one for
the Underwriters plus one for counsel thereof, and upon acceptance hereof by
you, this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriters, the Company and the Operating
Partnership.
Very truly yours,
WEEKS CORPORATION
By: /s/ David P. Stockert
________________________________________
Name: David P. Stockert
Title: Chief Financial Officer
2
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WEEKS REALTY, L.P.
By: WEEKS GP HOLDINGS, INC.,
its General Partner
By: /s/ David P. Stockert
________________________________________
Name: David P. Stockert
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
3
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SCHEDULE I
<TABLE>
<CAPTION>
MAXIMUM NUMBER
NUMBER OF OF OPTIONAL
FIRM SHARES SHARES WHICH
UNDERWRITER TO BE PURCHASED MAY BE PURCHASED
- ----------- --------------- ----------------
<S> <C> <C>
Goldman, Sachs & Co. 2,250,000 323,333
TOTAL 2,250,000 323,333
</TABLE>
4
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404/572-3516 404/572-5146
November 7, 1996
Weeks Corporation
4497 Park Drive
Atlanta, Georgia 30093
Re: Weeks Corporation --
Registration Statement
on Form S-3 Relating to 2,573,333 Shares of
Common Stock
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Ladies and Gentlemen:
We have acted as counsel for Weeks Corporation, a Georgia corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to 2,573,333 shares of the Company's common stock, par value $.01 per share (the
"Shares"), to be sold to the underwriter named in an Underwriting Agreement, the
form of which has been filed as an exhibit to the Registration Statement (the
"Underwriting Agreement").
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the laws of the State of
Georgia, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect that such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
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Based upon and subject to the foregoing, we are of the opinion that:
(i) The Shares are duly authorized; and
(ii) Upon the issuance of the Shares against payment therefor as
provided in the Underwriting Agreement, the Shares will be validly issued,
fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion
may not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus and under the caption "Validity of Securities" in the
Prospectus Supplement, each of which is included in the Registration Statement.
Very truly yours,
/s/ King & Spalding
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KING & SPALDING
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated September 27, 1996 and to all references to our
firm, included in this Form 8-K, into the Company's previously filed
Registration Statements on Form S-3 (File No. 33-96534), Form S-3 (File No.
33-96536), Form S-3 (File No. 333-1106) and Form S-8 (File No. 333-1088).
Arthur Andersen LLP
Atlanta, Georgia
November 12, 1996
