WEEKS CORP, 424B5, 1997-05-09

WEEKS CORP
424B5, 1997-05-09
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

FILED PURSUANT TO
RULE 424(b)(5)
FILE NO: 333-18307

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 9, 1997

3,200,000 SHARES

[LOGO OF WEEKS CORPORATION
APPEARS HERE] WEEKS CORPORATION

COMMON STOCK
---------------
(PAR VALUE $.01 PER SHARE)
The Company is a publicly traded real estate investment trust that is one of
the largest developers, owners and operators of institutional-quality
industrial and suburban office properties in metropolitan Atlanta and the
Southeast. The Company's portfolio is comprised of 258 Properties totaling
approximately 19.1 million square feet, including 61 Properties and one
Property expansion (totaling approximately 5.0 million square feet) under
development and/or under agreement to acquire. The Company also owns or
controls approximately 1,815 net usable acres of undeveloped land that the
Company believes may ultimately support the development of up to 19.6 million
square feet of industrial and suburban office properties. The Company recently
completed acquisitions of Properties and the related operations of industrial
and suburban office real estate companies in Nashville, Tennessee and the
Raleigh-Durham-Chapel Hill area of North Carolina, and opened and staffed its
office in Orlando, Florida.

All of the shares of Common Stock offered hereby are being sold by the
Company. After consummation of this offering, executive officers and directors
of the Company will own approximately 13.5% of the Common Stock of the Company
(with a current market value of approximately $95.1 million), assuming an
exchange for Common Stock of all of the units of limited partnership interest
of its operating subsidiary, Weeks Realty, L.P., which are not currently held
by the Company. The Common Stock is traded on the New York Stock Exchange
under the symbol "WKS." On May 7, 1997 the last reported sale price of the
Common Stock on the New York Stock Exchange was $31.50 per share. See "Price
Range of Common Stock and Distributions."

The shares of Common Stock are subject to certain restrictions on ownership
designed to preserve the Company's status as a REIT for federal income tax
purposes. See "Description of Capital Stock" in the accompanying Prospectus.

---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT (1) COMPANY (2)
-------------- ------------ -----------
<S> <C> <C> <C>
Per Share................... $31.50 $1.65 $29.85
Total(3).................... $100,800,000 $5,280,000 $95,520,000
</TABLE>
- -------
(1) The Company and the Operating Partnership have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."
(2) Before deducting estimated expenses of $420,000 payable by the Company.
(3) The Company has granted the Underwriters an option for 30 days to purchase
up to an additional 480,000 shares at the initial public offering price
per share, less the underwriting discount, solely to cover over-
allotments, if any. If such option is exercised in full, the total initial
public offering price, underwriting discount, and proceeds to Company will
be $115,920,000, $6,072,000, and $109,848,000, respectively. See
"Underwriting."
---------------
The shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
certificates for the shares will be ready for delivery in New York, New York
on or about May 13, 1997, against payment therefor in immediately available
funds.

GOLDMAN, SACHS & CO.
A.G. EDWARDS & SONS, INC.
MORGAN STANLEY & CO.
INCORPORATED
THE ROBINSON-HUMPHREY COMPANY, INC.
---------------
The date of this Prospectus Supplement is May 7, 1997
<PAGE>

[LOGO OF WEEKS CORPORATION APPEARS HERE]

DEVELOPMENT . CONSTRUCTION . MANAGEMENT. LANDSCAPING . LEASING

[MAP OF SOUTHEASTERN UNITED STATES, HIGHLIGHTING WEEKS CORPORATION
CURRENT MARKETS; CENTER OF PAGE]

Distribution of Properties by Type Geographic Distribution of Properties
(By Square Feet)* (By Square Feet)*

. Distribution 48.9% . Atlanta, GA 68.4%
. Bulk 27.7% . Nashville, TN 13.2%
. Service 13.9% . Research Triangle, NC 12.2%
. Office 9.2% . Orlando, FL 4.2%
. Retail 0.3% . Spartanburg, SC 2.0%

* Includes Properties under development and/or under agreement to acquire.

Pie charts showing distribution of Properties by type and geographic
distribution of Properties appear to the right of the respective tables.

- -------------------------------------------------------------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES,
AND THE IMPOSITION OF A PENALTY BID, DURING AND AFTER THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

<PAGE>

[LOGO OF WEEKS CORPORATION APPEARS HERE]

RECENT DEVELOPMENT AND ACQUISITIONS

PHOTOGRAPHS OF THE FOLLOWING COMPANY PROPERTIES:

. Interchange Plaza, acquired in December 1996, Research Triangle.

. Airpark Business Center, acquired in November 1996, Nashville.

. Hillside, stabilized in August 1996, Spartanburg.

. Northwoods, acquired in August 1996, Atlanta.

<PAGE>

PHOTOGRAPHS OF THE FOLLOWING COMPANY PROPERTIES:

. Four-Forty Business Center, acquired in November 1996, Nashville.

. Enterprise Center, acquired in December 1996, Research Triangle.

. Orlando Central Park, stabilized in September 1996, Orlando.

. Franklin Forest, under agreement to acquire, Atlanta.

. Crestwood Pointe, under development, Atlanta.

<PAGE>

PROSPECTUS SUPPLEMENT SUMMARY

The following is qualified in its entirety by the more detailed information
and financial information and statements, and the notes thereto, appearing
elsewhere in this Prospectus Supplement and the accompanying Prospectus and
incorporated herein or therein by reference. This Prospectus Supplement and the
accompanying Prospectus, including documents incorporated herein and therein by
reference, contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and actual results,
financial and otherwise, may differ materially from the events and results
discussed in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in "Recent
Developments--Acquisition and Development Risks" appearing elsewhere in this
Prospectus Supplement. Unless otherwise indicated, the information contained in
this Prospectus Supplement assumes the Underwriters' over-allotment option is
not exercised. As used herein, the term "Company" includes Weeks Corporation
and its predecessors and subsidiaries, including Weeks Realty, L.P. (the
"Operating Partnership") and its subsidiaries, unless the context indicates
otherwise. The offering of 3,200,000 shares of the common stock, par value $.01
per share, of the Company (the "Common Stock") pursuant to this Prospectus
Supplement is referred to herein as the "Offering."

THE COMPANY

The Company is a publicly traded real estate investment trust ("REIT") that
is one of the largest developers, owners and operators of institutional-quality
industrial and suburban office Properties in metropolitan Atlanta and the
Southeast. The Company recently completed acquisitions of Properties and the
related operations of industrial and suburban office real estate companies in
Nashville, Tennessee and the Raleigh-Durham-Chapel Hill area of North Carolina
(the "Research Triangle"), and opened and staffed its office in Orlando,
Florida.

The Company's portfolio is comprised of 258 properties totaling approximately
19.1 million square feet (the "Properties"), including 61 Properties and one
Property expansion (totaling approximately 5.0 million square feet) under
development and/or under agreement to acquire. The Company currently manages,
or expects to manage upon completion or acquisition, all of the Properties.
Industrial Properties represent approximately 91% of the square footage of all
of the Properties, and suburban office Properties represent approximately 9%.
The average Occupancy Rate of the Company's In- service Properties was 96.2% at
December 31, 1996, and was 96.3% at March 31, 1997. As used in this Prospectus
Supplement, "In-service Properties" excludes those Properties under development
which are not yet stabilized and Properties under agreement to acquire.
"Occupancy Rate" means the rate of occupancy calculated based on leases under
which tenants are paying rent.

The Company also owns or controls (through agreements to acquire, options and
marketing and development agreements) approximately 1,815 net usable acres of
undeveloped land located primarily in existing business parks with zoning and
infrastructure in place. The Company believes the development potential of this
land may ultimately total approximately 19.6 million square feet.

With its recent acquisitions in Nashville and the Research Triangle and with
the continued expansion of its activities in Orlando, the Company has reduced
its concentration of Properties in metropolitan Atlanta to 68.4% as of the date
of this Prospectus Supplement (based on square footage and pro forma to include
the Properties under development and/or under agreement to acquire) from 92.9%
at December 31, 1995 (calculated on the same basis on that date). In addition,
the Company has significantly increased its tenant base and reduced its
exposure to any single tenant. At December 31, 1996, the Company's In-service
Properties were leased to 560 tenants, and the Company's largest tenant
represented 3.8% of the Company's total Annualized Base Rent. This compares to
351 tenants at December 31, 1995, with the Company's largest tenant
representing 6.9% of the Company's total

S-3
<PAGE>

Annualized Base Rent on that date. As used in this Prospectus Supplement,
"Annualized Base Rent" means annualized current base rent assuming expiration
of rental concessions, if any, for leases under which tenants are paying rent.

The Company owns and develops industrial and suburban office Properties
located primarily in attractive and well-landscaped business park settings. The
Company believes it has earned a reputation for quality Properties and for
providing a high degree of client service. The Company's approximately 360
employees have experience and are engaged in virtually every aspect of the real
estate business, including development, construction, engineering, design,
landscape, leasing, marketing and property management. The Company's strategy
for growth includes intensive management of its Properties, developing and
acquiring additional Properties that are consistent with its existing
portfolio, and owning and controlling undeveloped land sufficient to develop
new and existing business parks and to meet the expansion and relocation needs
of tenants. The Company concentrates its activities in a limited number of
rapidly-growing cities in the Southeast where it believes it can sustain a
leading market presence.

RECENT DEVELOPMENTS

DEVELOPMENT AND ACQUISITION ACTIVITIES

The Company has achieved significant growth since its August 1994 initial
public offering (the "IPO"), in part through a focused acquisition and
development strategy. Subsequent to the IPO, the Company has completed
acquisitions of 100 industrial and suburban office Properties totaling
approximately 6.3 million square feet with a total cost, including acquisition
related costs and expenses, of approximately $330 million. The Company believes
that each of these acquisitions was strategically important because it enhanced
the Company's presence in growing markets in the Southeast as well as in
important submarkets in metropolitan Atlanta. See "Recent Developments--
Acquisitions."

In addition, subsequent to the IPO, the Company has stabilized 27 industrial
and suburban office Property developments and 3 Property expansions totaling
approximately 3.4 million square feet, with a total capitalized development
cost of approximately $108 million. The Occupancy Rate of these Properties
currently is 100%. The Company generally considers a Property to be stabilized
upon the earlier of substantial lease-up or one year after building shell
completion.

The Company continues to be active in both acquiring and developing
additional Properties and, as summarized in the table below, currently has
Properties under agreement to acquire and Properties under development with an
estimated total cost of approximately $282.2 million. As reflected in the table
below, the Company currently expects that the pending Property acquisitions
summarized below will produce an average unleveraged return of approximately
10.4% during the initial 12 months following their respective closing dates and
that the Properties under development summarized below will produce an average
unleveraged return of approximately 11.2% during the initial 12 months
following their respective stabilization dates.

PROPERTIES UNDER AGREEMENT TO ACQUIRE AND PROPERTIES UNDER DEVELOPMENT

<TABLE>
<CAPTION>
PROPERTY ACQUISITIONS PROPERTY DEVELOPMENTS TOTAL INVESTMENTS
----------------------------------- ----------------------------------- ------------------------------------
ESTIMATED ESTIMATED ESTIMATED
TOTAL ESTIMATED TOTAL ESTIMATED TOTAL ESTIMATED
SQUARE COST UNLEVERAGED SQUARE COST UNLEVERAGED SQUARE COST UNLEVERAGED
FEET (MILLIONS)(1) RETURN(2) FEET(3) (MILLIONS)(1) RETURN(4) FEET(3) (MILLIONS)(1) RETURN(2)(4)
--------- ------------- ----------- --------- ------------- ----------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Apr. 1 to Dec.
31, 1997 --
estimated clos-
ing/
stabilization(5). 1,382,012 $ 77.8 10.4% 1,269,449 $ 62.7 10.9% 2,651,461 $140.5 10.6%
1998 -- esti-
mated closing/
stabilization(5). 590,654 39.5 10.3 1,243,326 57.8 11.1 1,833,980 97.3 10.8
1999 -- esti-
mated
stabilization(5). -- -- -- 482,342 44.4 11.6 482,342 44.4 11.6
--------- ------ ----- --------- ------ ----- --------- ------ -----
Total/average... 1,972,666 $117.3 10.4% 2,995,117 $164.9 11.2% 4,967,783 $282.2 10.8%
========= ====== ===== ========= ====== ===== ========= ====== =====
</TABLE>

S-4
<PAGE>

- --------
(1) Estimated total cost for Properties under agreement to acquire includes
estimated closing costs and reserves for refurbishments and re-leasing, if
any. For Properties under development, the estimated total cost information
includes the Company's estimate of the fair market value of any development
land used in the development and estimated future capitalized costs through
the development stabilization date. There can be no assurance that the
actual cost of an acquisition or development Property will not exceed the
estimate.
(2) The Company calculates the "estimated unleveraged return" on a Property
acquisition by dividing the estimated property operating revenue minus
estimated property operating expenses during the initial 12 months
following closing (before depreciation and on a cash basis rather than on a
straight-line basis) by the estimated total cost of the acquisition,
including estimated closing costs and reserves for refurbishments and re-
leasing, if any. The Company's estimate of property operating revenue for
an acquired Property is based upon actual rental rates, with respect to
leases in place, and rental rates being charged for comparable properties
located in the vicinity of each acquired Property, with respect to space
not yet leased or space the Company anticipates will be re-leased, and the
Company's estimate of tenant reimbursements of property operating expenses.
The Company's estimate of property operating expenses for acquired
Properties is based upon the historical operating costs of each acquired
Property, with respect to completed Properties, and the Company's estimate
of operating costs for comparable properties located in the vicinity of
each acquired Property, with respect to Properties to be acquired upon
completion of development and lease up. There can be no assurance that the
Company's estimates of occupancy, revenue or expenses will be realized. See
"Recent Developments--Acquisitions" and "--Acquisition and Development
Risks."
(3) Actual leasable square feet may vary upon the completion of a development
Property.
(4) The Company calculates the "estimated unleveraged return" on a development
Property by dividing the estimated property operating revenue minus
estimated property operating expenses during the initial 12 months
following stabilization (before depreciation and on a cash basis rather
than on a straight-line basis) by the estimated total cost of the
development, including the Company's estimate of the fair market value of
any development land used in the development and the estimated capitalized
costs to be incurred through the stabilization date (defined generally as
the earlier of substantial lease-up or one year after building shell
completion). The Company's estimate of property operating revenue for a
development Property is based upon actual rental rates, with respect to
pre-leased space, and rental rates being charged for comparable properties
located in the vicinity of each development Property, with respect to space
not yet leased, and the Company's estimate of tenant reimbursements of
property operating expenses, in each case as adjusted for a 5% assumed
vacancy factor for multi-tenant Properties. The Company's estimate of
property operating expenses for development Properties is based upon the
operating costs for the Company's comparable Properties in the relevant
market or the Company's estimate of operating costs for comparable
properties located in the vicinity of the development Property, as
applicable. There can be no assurance that the Company's estimates of
occupancy, revenue or expenses will be realized. See "Recent Developments--
Development" and "--Acquisition and Development Risks."
(5) For Properties under agreement to acquire, reflects the Company's current
estimated closing date. The acquisitions are subject to contingencies as
more fully discussed in "Recent Developments--Acquisitions." There can be
no assurance that the Company will close the acquisitions on the estimated
closing date. For Properties under development, reflects the Company's
estimate of the date the Property will reach stabilization, as defined
above. There can be no assurance that the Property will reach stabilization
by the estimated stabilization date.

S-5
<PAGE>

FINANCING OF PENDING DEVELOPMENT AND ACQUISITION ACTIVITIES

The Company currently estimates that approximately $22.7 million of the
consideration to be paid for the pending acquisitions summarized above will
consist of units of limited partnership interest of the Operating Partnership
("Units") and that approximately $20.4 million will consist of the assumption
of mortgage indebtedness, with the remaining approximately $74.2 million
consisting of amounts the Company expects to fund under its line of credit (the
"Credit Facility") or through other sources of debt or equity capital. Of the
approximately $164.9 million of identified development investments summarized
above, approximately $65.8 million has been incurred as of March 31, 1997. The
Company expects to fund the remaining approximately $99.1 million through
borrowings under the Credit Facility or through other sources of debt or equity
capital.

After the application of the net proceeds of the Offering to pay amounts
currently due under the Credit Facility, as described in "Use of Proceeds," the
Company would have approximately $115.1 million (approximately $129.4 million
assuming the Underwriters' over-allotment option is exercised in full)
available under the existing Credit Facility as of March 31, 1997, and would
have a ratio of total indebtedness, including its pro rata share of the
indebtedness of its unconsolidated subsidiaries, to total market
capitalization, of approximately 25% (23% assuming the Underwriters' over-
allotment option is exercised in full). For purposes of the above, "total
market capitalization" is defined as total indebtedness, including the
Company's pro rata share of the indebtedness of its unconsolidated
subsidiaries, as of March 31, 1997, plus the value of the Company's Common
Stock and Units, on a pro forma basis for the Offering and assuming the
exchange of all Units for shares of Common Stock, determined using the closing
price on the New York Stock Exchange (the "NYSE") of the Company's Common Stock
of $31.50 per share on May 7, 1997. After the application of the net proceeds
of the Offering and as adjusted to reflect the proposed financing of the
Company's Properties under agreement to acquire and Properties under
development, as summarized and discussed above, the Company would have a ratio
of total indebtedness, including its pro rata share of the indebtedness of its
unconsolidated subsidiaries, to total market capitalization of approximately
37% (36% assuming the Underwriters' over-allotment option is exercised in
full).The Company believes it will have adequate sources of capital to fund the
foregoing acquisition and development investments.

S-6
<PAGE>

THE PROPERTIES

The following table sets forth, as of the date of this Prospectus Supplement,
the location of the 258 Properties, including the 61 Properties and one
Property expansion (totaling approximately 5.0 million square feet) under
development and/or under agreement to acquire, and the Company's undeveloped
land interests. See "Recent Developments--Acquisitions," "--Development" and
"Business and Properties."

PROPERTIES AND UNDEVELOPED LAND

<TABLE>
<CAPTION>
ESTIMATED
DEVELOPMENT
POTENTIAL
OF
PERCENT UNDEVELOPED UNDEVELOPED
TOTAL OF TOTAL LAND LAND
NUMBER OF SQUARE SQUARE (NET USABLE (SQUARE
LOCATION PROPERTIES FEET FEET ACRES) FEET)(1)
- -------- ---------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Atlanta, GA.............. 187 13,047,538 68.4% 964.5 11,243,500
Nashville, TN............ 25 2,522,951 13.2 156.2 1,899,000
Research Triangle, NC.... 31 2,335,911 12.2 260.2 2,890,000
Orlando, FL.............. 12 798,053 4.2 61.8 952,000
Spartanburg, SC.......... 3 385,600 2.0 372.7 2,597,500
--- ---------- ----- ------- ----------
Total................... 258 19,090,053 100.0% 1,815.4 19,582,000
=== ========== ===== ======= ==========
</TABLE>
- --------
(1) Based upon the Company's estimate of the appropriate density and
anticipated building types that may be developed, net of land necessary to
provide for adequate infrastructure. There can be no assurance that the
Company's estimate of development potential will be realized.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered hereby................ 3,200,000 shares of Common Stock
Common Stock to be outstanding after the
Offering.................................. 22,355,453 shares of Common Stock (1)
Use of proceeds............................ To repay approximately $63.9 million
(approximately $78.3 million assuming the
Underwriters' over-allotment option is
exercised in full) of borrowings under the
Credit Facility, which amounts have been
incurred to fund the Company's development and
acquisition activities, and to repay
approximately $31.2 million of mortgage
indebtedness.
NYSE symbol................................ "WKS"
</TABLE>
- --------
(1) Based on shares of Common Stock outstanding on March 31, 1997. Includes
5,057,836 shares of Common Stock issuable upon the exchange of Units.
Excludes an aggregate of approximately 746,000 shares of Common Stock
issuable upon the exercise of options granted to directors, executive
officers, management and staff, and an aggregate of approximately 165,000
shares of Common Stock available as of March 31, 1997 for future grants
pursuant to the Company's Incentive Stock Plan.

S-7
<PAGE>

SELECTED FINANCIAL AND OTHER INFORMATION

The following table sets forth the Company's consolidated selected financial
and operating information for the years ended December 31, 1996 and 1995, and
for the period from August 24, 1994 to December 31, 1994; and the combined
selected financial and operating information of Weeks Group, the predecessor to
the Company, for the period from January 1, 1994 to August 23, 1994. The
Company's selected balance sheet data is presented as of December 31, 1996 and
1995. This information should be read in conjunction with all of the financial
statements and notes thereto incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus.

<TABLE>
<CAPTION>
DEC. 31, 1996 DEC. 31, 1995
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Investment in real estate before accumulated depre-
ciation........................................... $592,841 $319,763
Net investment in real estate...................... 551,372 289,874
Total assets....................................... 591,849 320,441
Total indebtedness................................. 296,975 147,305
Shareholders' equity............................... 213,711 132,949
</TABLE>

S-8
<PAGE>

<TABLE>
<CAPTION>
WEEKS CORPORATION WEEKS GROUP(1)
----------------------------------------- --------------
YEAR ENDED YEAR ENDED AUG. 24 TO JAN. 1 TO
DEC. 31, 1996 DEC. 31, 1995 DEC. 13, 1994 AUG. 23, 1994
------------- ------------- ------------- --------------
(IN THOUSANDS, EXCEPT NUMBER OF PROPERTIES)
<S> <C> <C> <C> <C>
OTHER DATA:
Cash provided by (used
in):
Operating activities... $ 28,031 $ 18,678 $ 3,954 $ 2,769
Investing activities... (120,323) (117,127) (38,148) (14,953)
Financing activities... 91,570 93,097 40,352 12,229
Funds from opera-
tions(2)(3)............ 29,323 19,307 5,832 --
Funds from operations
attributable to the
Company's
shareholders(2)(3)(4).. 23,640 14,662 4,359 --
Total square feet of
stabilized and In-
service Properties(5).. 12,976 8,862 5,318 --
Number of stabilized and
In-service
Properties(5).......... 188 134 78 --
</TABLE>
- --------
(1) On August 24, 1994, the Company completed a business combination and the
IPO. As a result of these transactions, the Company and its subsidiaries
succeeded to substantially all of the interests in certain land and
industrial and suburban office buildings under common ownership and control
and to the development, construction, landscape and property management
businesses of the predecessor entities to the Company, reflected above as
the "Weeks Group."
(2) The Company believes that funds from operations provides an additional
indicator of the financial performance of the Company. "Funds from
operations" is defined by the National Association of Real Estate
Investment Trusts ("NAREIT") to mean net income (loss) determined in
accordance with generally accepted accounting principles ("GAAP"),
excluding gains (or losses) from debt restructuring and sales of property,
plus depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect funds from
operations on the same basis. Funds from operations does not represent cash
flow from operating, investing and financing activities as defined by GAAP.
Additionally, funds from operations does not measure whether cash flow is
sufficient to fund all cash flow needs, including principal amortization,
capital expenditures and dividends to shareholders, and should not be
considered as an alternative to net income for purposes of evaluating the
Company's operating performance or as an alternative to cash flow, as
defined by GAAP, as a measure of liquidity. Funds from operations presented
herein under the NAREIT guidelines is not necessarily comparable to funds
from operations presented by other real estate companies due to the fact
that not all real estate companies use the same definition. However, the
Company's funds from operations is comparable to the funds from operations
of real estate companies that use the current NAREIT definition.
(3) Effective for the year ended December 31, 1996, the Company implemented the
new guidelines issued by NAREIT in 1995 for calculating funds from
operations. The primary difference between the Company's funds from
operations under the new guidelines and prior years is that the Company now
reduces reported funds from operations for the amortization of deferred
financing costs and recognizes rental income for the purposes of computing
funds from operations on a "straight-line" basis. Previously reported funds
from operations were $20,017,000 and $6,115,000, and funds from operations
attributable to the Company's shareholders were $15,201,000 and $4,571,000,
for the year ended December 31, 1995 and for the period from August 24,
1994 to December 31, 1994, respectively.
(4) Represents the Company's share of funds from operations, net of amounts
attributable to minority interests.
(5) At period end.

S-9
<PAGE>

THE COMPANY

The Company is a publicly traded REIT that is one of the largest developers,
owners and operators of institutional-quality industrial and suburban office
Properties in metropolitan Atlanta and the Southeast. The Company recently
completed acquisitions of Properties and the related operations of industrial
and suburban office real estate companies in Nashville, Tennessee and the
Research Triangle area of North Carolina, and opened and staffed its office in
Orlando, Florida.

RECENT DEVELOPMENTS

FIRST QUARTER RESULTS

The Company's total revenues for the three-month period ending March 31,
1997 increased to $19,899,000 from total revenues of $12,129,000 for the same
period in 1996. Net income was $3,826,000, or $0.27 per share, for the first
quarter of 1997 compared with net income of $3,101,000, or $0.28 per share,
for the first quarter of 1996.

The following table sets forth summary unaudited financial information for
the Company on a consolidated historical basis for the three-month periods
ended March 31, 1997 and 1996.

<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------
1997 1996
-------- --------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT PER SHARE
INFORMATION)
<S> <C> <C>
Total revenues............................................. $ 19,899 $ 12,129
Net income................................................. 3,826 3,101
Net income per share....................................... $ 0.27 $ 0.28
Weighted average shares outstanding........................ 14,073 11,156
Cash provided by (used in):
Operating activities...................................... $ 9,562 $ 6,525
Investing activities...................................... (21,814) (11,598)
FInancing activities...................................... 12,291 4,398
Funds from operations(1)(2)................................ 10,412 6,775
Funds from operations attributable to the Company's share-
holders(1)(3)............................................. 7,876 5,508
</TABLE>
- --------
(1) The Company believes that funds from operations provides an additional
indicator of the financial performance of the Company. "Funds from
operations" is defined by NAREIT to mean net income (loss) determined in
accordance with GAAP excluding gains (or losses) from debt restructuring
and sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis. Funds from
operations is influenced not only by the operations of the Properties, but
also by the capital structure of the Company. Funds from operations does
not represent cash flow from operating, investing and financing activities
as defined by GAAP. Additionally, funds from operations does not measure
whether cash flow is sufficient to fund all cash flow needs, including
principal amortization, capital expenditures and dividends to
shareholders, and should not be considered as an alternative to net income
for purposes of evaluating the Company's operating performance or as an
alternative to cash flow, as defined by GAAP, as a measure of liquidity.
Funds from operations presented herein under the NAREIT guidelines is not
necessarily comparable to funds from operations presented by other real
estate companies due to the fact that not all real estate companies use
the same definition. However, the Company's funds from operations is
comparable to the funds from operations of real estate companies that use
the current NAREIT definition.

S-10

<PAGE>

(2) The Company's calculation of funds from operations recognizes rental
income on a "straight line" basis consistent with its treatment in the
Company's statement of operations under generally accepted accounting
principles. The "straight-line" rental adjustment increased rental
revenues by $150,000 and $71,000 for the three-month periods ended March
31, 1997 and 1996, respectively.
(3) Represents the Company's share of funds from operations, net of amounts
attributable to minority interests.

ACQUISITIONS

Since January 1, 1996, the Company has acquired 51 industrial and suburban
office Properties with a total of approximately 3.7 million square feet, and
with a total cost, including acquisition related costs and expenses, of
approximately $219.4 million. These acquisitions allowed the Company to
establish a significant presence in Nashville, Tennessee and the Research
Triangle area of North Carolina and to enhance its market position in
metropolitan Atlanta, while maintaining the overall quality of its portfolio
of Properties. In addition, the Company has agreed to acquire 34 industrial
and suburban office Properties totaling approximately 2.0 million square feet
and with a total cost, including acquisition related costs and expenses, of
approximately $117.3 million. The Company currently expects that these pending
Property acquisitions will produce an average unleveraged return, as defined
above, of approximately 10.4% during the initial 12 months following their
respective closing dates. See "Prospectus Supplement Summary--Recent
Developments--Development and Acquisition Activities" and "--Acquisition and
Development Risks." The Company's completed and pending acquisition
transactions are discussed below.

ACQUISITIONS COMPLETED SINCE JANUARY 1, 1996

The following table contains information regarding the Company's Properties
acquired since January 1, 1996.

ACQUISITIONS--COMPLETED SINCE JANUARY 1, 1996

<TABLE>
<CAPTION>
TOTAL
MARKET/ PROPERTY NUMBER OF SQUARE ACQUISITION OCCUPANCY COST
PROPERTY OR BUSINESS PARK TYPE(1) BUILDINGS FEET DATE RATE(2) (000S) MAJOR LESSEES
- ------------------------- -------- --------- --------- ----------- --------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ATLANTA
Northwoods(3) O 1 30,768 Apr-96 100% $ 2,602 ISI Systems, Nurse on
Call
Park Creek S 2 103,477 Jun-96 100 6,655 Whirlpool, Contel
Northwoods D, S 9 394,657 Aug-96 100 Kraft General Foods,
Schlumberger Industries,
Rugby Group
Northwest Business S 2 139,129 Aug-96 98 30,845 Blockbuster Music, Aaron
Center Rents
6525 Jimmy Carter D 1 92,735 Aug-96 100 Computer Communications
Blvd. Specialists
NASHVILLE--
NWI ACQUISITION
Airpark Business S, D, B 11 897,192 Nov-96 92 Airborne Freight, Nippon
Center(4) Express
Brentwood South 71,097 Service Merchandise,
Business D 6 504,264 Nov-96 99 UPS,
Center(4) Matrix Exhibits
Aspen Grove Business D 1 127,285 Mar-97 94 AT&T Resource Management
Center(4)(5)
Four-Forty Business B 1 165,902 Mar-97 90 12,498 UPS, Ingersoll Rand
Center(4)(5)
RESEARCH TRIANGLE--
LICHTIN ACQUISITION
Perimeter Park(6) S 1 50,231 Dec-96 100 Radian, Medaphis
Perimeter Park O 4 276,645 Dec-96 97 Intersolv, Rhone-
West(6) Poulenc, AT&T
Interchange Plaza(6) O 2 107,121 Dec-96 100 360(degrees)
Communications, DSA
Atlantic
Enterprise Center(6) S 2 210,741 Dec-96 100 90,461 Tekelec, Zevatech
Metro Center(6) D 3 272,427 Dec-96 99 Northern Telecom,
Baxter, Burnham
Woodlake Center(6) D 1 108,000 Dec-96 100 R.R. Donnelley & Sons
Co.
6501 Weston O 1 93,351 Dec-96 86 GTE Mobilnet, Burnham
Parkway(6)
Research Triangle D 3 154,341 Jan-97 69 5,200 Emco-Wheaton, Burnham
Industrial
Center(6)(7)
--- --------- --- --------
51 3,728,266 95% $219,358
=== ========= === ========
</TABLE>

S-11
<PAGE>

- --------
(1) B=bulk warehouse; D=business distribution; S=business service; and
O=suburban office.

(2) Occupancy Rate for completed Properties is as of December 31, 1996.

(3) Cost includes reserve for refurbishment costs.

(4) Cost includes a portion of total estimated transaction costs of the NWI
acquisition of approximately $1.6 million.

(5) Occupancy Rate of recently completed and leased Property as of May 1,
1997.

(6) Cost includes a portion of total estimated transaction costs of the
Lichtin acquisition of approximately $1.2 million.

(7) As of May 1, 1997, a lease had been executed which increased the
Occupancy Rate of this Property to 100%.

NWI Acquisition. On November 1, 1996, the Company acquired 17 Properties
totaling approximately 1.4 million square feet located in Nashville, Tennessee
for aggregate acquisition consideration of approximately $71.1 million,
comprised of the issuance of 1,100,752 Units, the assumption of approximately
$42.0 million of mortgage indebtedness, and cash transaction costs of
approximately $1.6 million. The acquisition was consummated pursuant to
certain acquisition agreements by and among the Company and NWI Warehouse
Group, L.P., a Tennessee limited partnership, and its affiliates ("NWI"). The
acquisition agreements provided for NWI to combine its property portfolio,
management team and related business operations with and into the Company.
NWI's two principals, John W. Nelley, Jr., and Albert W. Buckley, Jr., joined
the Company as members of senior management, and all of NWI's 14 other
employees have been employed by the Company. Mr. Nelley also became a member
of the Company's Board of Directors. Since the initial closing, the Company
has also acquired approximately 45 net usable acres of undeveloped land for
aggregate acquisition consideration of approximately $6.3 million, including
reimbursement of certain infrastructure improvements, comprised of 251,509
Units. The Company also has acquired two recently completed and leased
industrial Properties totaling approximately 293,000 square feet, for
aggregate acquisition consideration of approximately $12.5 million, comprised
primarily of 501,488 Units.

Lichtin Acquisition. On December 31, 1996, the Company acquired 14
Properties totaling approximately 1.1 million square feet located in the
Research Triangle area of North Carolina for aggregate acquisition
consideration of approximately $90.5 million and also acquired approximately
37 net usable acres of undeveloped land and options to acquire an additional
177 acres for aggregate acquisition consideration of approximately $3.3
million. The aggregate acquisition consideration of approximately $93.8
million consisted of 282,178 shares of Common Stock, 565,459 Units,
approximately $47.6 million of assumed mortgage indebtedness, the assumption
and immediate repayment through borrowings under the Credit Facility of
approximately $15.0 million of indebtedness, approximately $8.6 million of
cash, and cash transaction costs of approximately $1.2 million. The
acquisition was consummated pursuant to certain acquisition agreements by and
among the Company, Lichtin Properties, Inc., a North Carolina corporation, and
certain partnerships and other entities owned or controlled by Lichtin
("Lichtin"). The acquisition agreements provided for Lichtin to combine its
property portfolio, management team and business operations with and into the
Company. Harold S. Lichtin, the sole shareholder of Lichtin, joined the
Company as a member of senior management, and all of Lichtin's approximately
50 other employees have been employed by the Company. Mr. Lichtin also became
a member of the Company's Board of Directors. Effective January 31, 1997, the
Company acquired 3 additional Properties from Lichtin totaling approximately
154,000 square feet for aggregate acquisition consideration of approximately
$5.2 million, consisting of 55,778 Units and approximately $3.8 million of
assumed mortgage indebtedness. The Company also acquired an additional
approximately 5 net usable acres of undeveloped land for aggregate acquisition
consideration of approximately $1.0 million, consisting of 15,380 Units and
the assumption and immediate repayment through borrowings under the Credit
Facility of approximately $610,000.

S-12

<PAGE>

In order to maintain an independent majority following the appointments of
Messrs. Nelley and Lichtin to the Board of Directors, the Company intends to
add two additional directors. One such additional independent director,
William Cavannaugh III, President and Chief Executive Officer of Carolina
Power & Light Company, has been nominated for election to the Board of
Directors by the Company's shareholders at the Company's Annual Meeting of
Shareholders to be held May 21, 1997. See "Management." The Company
anticipates filling the remaining vacancy with an additional independent
director in 1997.

PENDING ACQUISITIONS

The following table contains information regarding the Company's Properties
currently under agreement to acquire.

ACQUISITIONS--UNDER AGREEMENT TO ACQUIRE

<TABLE>
<CAPTION>
MARKET/ TOTAL ESTIMATED ESTIMATED
PROPERTY OR BUSINESS PROPERTY NUMBER OF SQUARE ACQUISITION OCCUPANCY COST
PARK TYPE(1) BUILDINGS FEET DATE(2) RATE (000S)(3) MAJOR LESSEES
- -------------------- -------- --------- --------- ----------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ATLANTA
Northwest Business S,D 8 239,672 Jun-97 97% Dover Elevator, LABCOR
Center(4)(5) $ 29,600
Franklin S,D 9 306,321 Jun-97 96 Tridom, Riverwood
Forrest(4)(5) International
Corporation
NASHVILLE--NWI
ACQUISITION
Airpark Business
Center
Bldg. XII(6)(7)(8) B 1 156,830 3Q97 65 7,610 Molecular Systems Labs,
Harman Int'l Industries
Bldg. X(6)(7)(8) D 1 106,122 1Q98 0 6,439 N/A
Aspen Grove Business
Center
Bldg. II(6)(7)(8) D 1 106,358 3Q97 20 5,366 BellSouth Mobility
Bldg. V(6)(7)(8) D 1 160,848 1Q98 0 6,829 N/A
ORLANDO
100 Technology S 1 60,711 Apr-97 62 3,352 Stromberg Carlson
Park(5)(6)(9)
RESEARCH TRIANGLE--
LICHTIN ACQUISITION
1000 Perimeter S 1 56,436 Jul-97 93 3,000 Healthsource
Park(4)(10)
Northern Telecom S 6 370,734 Jul-97 100 23,700 Northern Telecom
Properties(4)(10)
1100 Perimeter Park S 1 84,950 Aug-97 100 5,200 Coram Healthcare
West(4)(10)
Perimeter Park O 1 55,636 1Q98 70 6,000 BE&K Engineering of
West(6)(8)(10) North Carolina
Enterprise S 1 70,848 1Q98 69 5,560 Apria Healthcare
Center(6)(8)(10)
Woodlake D 1 97,200 1Q98 58 3,540 Time Warner
Center(6)(8)(10) Entertainment
Regency O 1 100,000 2Q98 49 11,120 Sprint
Forest(6)(8)(10)
--- --------- --- --------
34 1,972,666 70% $117,316
=== ========= === ========
</TABLE>
- -------
(1) B=bulk warehouse; D=business distribution; S=business service; and
O=suburban office.

(2) Estimated acquisition date represents the estimated closing date of the
acquisition of such Property under the terms of the applicable
agreements, as discussed under "--Acquisitions" above.

(3) Estimated cost is based upon a number of factors, as discussed under "--
Acquisitions" above. There can be no assurance that the total cost of any
of these Properties will not exceed the relevant estimate.

(4) Occupancy Rate for completed Properties is as of December 31, 1996.

(5) Cost includes reserve for refurbishment and re-leasing costs.

(6) Occupancy Rate is as of May 1, 1997.

(7) Cost includes a portion of total estimated transaction costs of the NWI
acquisition of approximately $1.6 million.

(8) Property under development or in lease-up.

(9)Acquisition of this Property closed in April 1997.

(10) Cost includes a portion of total estimated transaction costs of the
Lichtin acquisition of approximately $1.2 million.

S-13
<PAGE>

NWI Acquisition. As part of the NWI acquisition, the Company also has agreed
to acquire 4 additional industrial Properties totaling approximately 530,000
square feet currently under development. The acquisition of each of these 4
Properties is expected to be completed upon the earlier of (i) the substantial
lease-up of the Property or (ii) March 31, 1998, for a combination of Units
and the assumption of construction indebtedness. In addition, the Company has
agreed to acquire, in staged acquisitions through the year 2003, approximately
105 net usable acres of undeveloped land for Units, the assumption of
indebtedness or cash, or a combination thereof.

Based upon currently available information, the Company estimates the
aggregate acquisition consideration for the 4 Properties under development
will total approximately $26.2 million and for the undeveloped land will total
approximately $8.6 million. The aggregate acquisition consideration for the 4
Properties under development and the undeveloped land will be based upon a
number of factors, including the outstanding balance of assumed indebtedness
and the projected property operating income (as defined in the applicable
acquisition agreements) of the applicable Property under development or, in
certain instances, the buildings that are developed in the future on certain
portions of the undeveloped land. One or more of these factors may vary from
the Company's current expectations prior to consummation of these
acquisitions. The Company has assumed development management responsibilities
for tenant finish improvements for each of the 4 Properties under development.
Closing of the acquisitions of the 4 Properties under development and the
undeveloped land is subject to certain closing conditions, including updating
the Company's due diligence procedures, and there is no assurance that these
acquisitions will be consummated.

Lichtin Acquisition. As part of the Lichtin acquisition, the Company also
has agreed to acquire 2 completed Properties totaling approximately 141,000
square feet, and 6 completed Properties totaling approximately 371,000 square
feet leased to Northern Telecom Ltd. ("Northern Telecom") under leases that
contain early termination options at June 30, 1998 and June 30, 2001, in each
case subject to twelve months' advance written notice. If Northern Telecom
does not exercise the first of these early termination options, the Company
intends to acquire these 6 Properties on July 1, 1997, for a combination of
cash, Units and the assumption of indebtedness; otherwise the acquisition of
these Properties will be delayed until (i) they are substantially re-leased or
(ii) June 30, 2000, whichever is earlier.

In addition, the Company has agreed to acquire from Lichtin 4 Properties
totaling approximately 324,000 square feet currently under development. The
Company expects to complete the acquisition of each of these 4 Properties upon
the earlier of (i) the substantial lease-up of the Property or (ii) June 30,
1998, for a combination of cash, Units and the assumption of construction
indebtedness. The Company has also agreed to acquire from Lichtin
approximately 59 net usable acres of undeveloped land in a staged acquisition
over a period of approximately four years, which four year period may be
extended by one year if Northern Telecom exercises the first of its early
termination options discussed above. Consideration for this undeveloped land
is expected to consist of Units.

Based upon currently available information, the Company estimates that the
aggregate acquisition consideration for the 8 completed Properties and the 4
Properties under development to be acquired in future phases of the Lichtin
acquisition is expected to be approximately $58.1 million. Consideration for
the 59 net usable acres of undeveloped land will be approximately $7.4
million. The actual amount of the acquisition consideration relating to the 4
Properties under development and the 6 Properties leased to Northern Telecom
will be based upon a number of factors, including the outstanding balance of
assumed indebtedness at the time of acquisition and the projected net
operating income (as defined in the applicable acquisition agreements) of each
such Property. The Company has assumed development management responsibilities
for each of the 4 Properties under development and management and leasing
responsibilities for the 8 completed Properties. Closing of the acquisitions
of the 4 Properties under development, the 8 completed Properties and the
undeveloped land is subject

S-14
<PAGE>

to certain closing conditions, including updating the Company's due diligence
procedures, and there is no assurance that these acquisitions will be
consummated.

Northwest Business Center/Franklin Forest Acquisition. The Company recently
agreed to acquire 8 business distribution Properties totaling approximately
350,000 square feet and 9 business service Properties totaling approximately
196,000 square feet in two business parks--Northwest Business Center and
Franklin Forest--located in the northwest submarket of metropolitan Atlanta.
These Properties, which were constructed in 1982 and 1983, had an average
Occupancy Rate at December 31, 1996 of 96.3%. The Properties are leased to 73
tenants, among the largest of which are Tridom Corporation (a subsidiary of
AT&T), Riverwood International Corporation and American Home Care. The total
estimated cost of the Properties is expected to be approximately $29.6
million, payable in cash, including amounts to be incurred for refurbishments.
Upon closing, this acquisition will increase the Company's portfolio of
Properties in the northwest submarket of metropolitan Atlanta from
approximately 830,000 square feet to approximately 1.4 million square feet.
This submarket was one of the four most active, in terms of net absorption, in
metropolitan Atlanta in 1996. In August 1996, the Company purchased 2
Properties in Northwest Business Center as part of a separate transaction.
Closing of the Northwest Business Center/Franklin Forest acquisition,
currently estimated to occur in June 1997, is subject to certain closing
conditions, including the completion of remaining due diligence, and there is
no assurance that the acquisition will be consummated.

100 Technology Park Acquisition. The Company recently agreed to acquire an
approximately 61,000 square foot business service building at 100 Technology
Park in the Lake Mary area of north Orlando. The Property was built in 1986,
and the Occupancy Rate of the Property as of May 1, 1997 was 62.0%. The total
cost of the Property is expected to be approximately $3.4 million, payable in
cash, including amounts to be incurred for refurbishments and to re-lease the
existing vacant space. This acquisition represents the Company's initial
expansion into the Lake Mary submarket of Orlando, an area of recent
residential, commercial and retail growth. Closing of the acquisition occurred
in late April 1997.

DEVELOPMENT

Since January 1, 1996, the Company has stabilized 13 industrial Properties
and 2 Property expansions with a total of approximately 1.6 million square
feet and a total estimated cost of approximately $52.9 million. As of May 1,
1997, these completed and stabilized Properties and the 2 Property expansions
were 100% leased. In addition, the Company currently has 27 industrial and
suburban office Properties and one industrial Property expansion under
development totaling approximately 3.0 million square feet, with a total
estimated cost of approximately $164.9 million. As of May 1, 1997, these
Properties under development are leased or pre-leased an average of
approximately 43%. The Company currently expects that the Properties under
development will produce an average unleveraged return, as defined above, of
approximately 11.2% during the initial 12 months following their respective
stabilization dates. See "Prospectus Supplement Summary--Recent Developments--
Development and Acquisition Activities" and "--Acquisition and Development
Risks."

The following tables contain information regarding the Company's Properties
stabilized since January 1, 1996 and currently under development or in lease-
up.

S-15
<PAGE>

DEVELOPMENT PROPERTIES STABILIZED SINCE JANUARY 1, 1996

<TABLE>
<CAPTION>
TOTAL
MARKET/ PROPERTY SQUARE COMPLETION STABILIZATION PERCENT COST
PROPERTY AND BUSINESS PARK TYPE(1) FEET DATE(2) DATE(3) LEASED(4) (000S)(5) MAJOR LESSEES
- -------------------------- -------- --------- ---------- ------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
MULTI-TENANT
ATLANTA
3905 Steve Reynolds D 64,800 Jun-95 Mar-96 100% $ 2,561 Back Street, Arch
Blvd. Aluminum & Glass Co.,
Gwinnett Pavilion PrimeSource
2775 Horizon Ridge Ct. B 223,219 Jan-96 May-96 100 7,227 Fisher Scientific
Horizon
2660 Pinemeadow Ct. B 104,000 Jul-96 Oct-96 100 3,076 Rockwell International,
Pinebrook Atlanta Precision
Molding
3130 No. Berkeley Lake B 240,000 Jan-96 Jan-97 100 5,640 Siemens Energy &
Rd. Automation
Berkeley Lake
2780 Horizon Ridge Ct. B 222,643 Oct-96 Jan-97 100 6,104 Best Buy
Horizon
ORLANDO
8249 Parkline Blvd.(6) D 33,600 Dec-95 Aug-96 100 1,974 Hellman International,
Airport Commerce Ctr. Invetech Co.
2500 Principal Row B 140,015 Sep-96 Sep-96 100 4,790 General Medical Corp.
Orlando Central Park
SPARTANBURG
170 Parkway West B 96,000 Dec-95 Aug-96 100 2,810 European Textile, United
Hillside Health Care, Cryovac
190 Parkway West D 92,400 Jan-97 Mar-97 100 2,799 BMG Music
Hillside
--------- --- -------
SUBTOTAL MULTI-TENANT 1,216,677 100 36,981
--------- --- -------
BUILD-TO-SUIT
ATLANTA
7250 McGinnis Ferry Rd. D 70,600 Jan-96 Feb-96 100% $ 4,429 GE-Hitachi HVB
Johns Creek
3290 Summit Ridge Pkwy. B 100,800 Jan-97 Jan-97 100 2,804 Central Garden & Pet
Berkeley Lake
4020 Steve Reynolds D 44,260 Jan-97 Jan-97 100 2,174 Pike Nurseries
Blvd.
Gwinnett Pavilion
240 Northpoint Pkwy. B 95,100 Feb-97 Feb-97 100 2,796 Auto-Lok (expansion)
Northpoint
ORLANDO
1630 Prime Ct.(6) D 43,200 Aug-96 Sep-96 100 1,870 SIG Logistics and Bakery
Airport Commerce Ctr. Express
SPARTANBURG
285 Parkway East B 57,600 Jul-96 Jul-96 100 1,807 Sally Foster (expansion)
Hillside
--------- --- -------
SUBTOTAL BUILD-TO-SUIT 411,560 100 15,880
--------- --- -------
1,628,237 100% $52,861
========= === =======
</TABLE>

S-16
<PAGE>

PROPERTIES UNDER DEVELOPMENT OR IN LEASE-UP(7)

<TABLE>
<CAPTION>
PERCENT ESTIMATED
ESTIMATED ESTIMATED ESTIMATED LEASED OR TOTAL
MARKET/ PROPERTY SQUARE COMPLETION STABILIZATION PRE- COST
PROPERTY AND BUSINESS PARK TYPE(1) FEET(8) DATE(2) DATE(3) LEASED(4) (000S)(5) MAJOR LESSEES
- -------------------------- -------- --------- ---------- ------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
MULTI-TENANT
ATLANTA
5195 Southridge Pkwy.(9)(10) D 60,000 Sep-95 Aug-97 0% $2,758 N/A
Southridge
5149 Southridge Pkwy.(9)(10) D 46,800 Feb-96 Aug-97 64 2,497 Burlington Air Express
Southridge (expansion)
5025 Derrick Jones Rd.(10)(11) D 89,600 Apr-96 Jun-97 100 4,458 Professional Sales
Southridge Group, Dedicated
Transportation, AIT
Freight Systems
3240 Town Point Dr.(10) D 140,400 Sep-96 Sep-97 77 5,585 The Barco Group,
Town Point Commodore Separation
Tech.
1335 Northmeadow Pkwy.(10)(11) S 89,150 Nov-96 Nov-97 82 6,950 Evans Technology, UPS,
Northmeadow Visiting Nurse Health
Systems, Pioneer,
Checkmate Electronics
250 Hembree Park Dr.(10)(11) D 94,500 Nov-96 Nov-97 27 4,942 Paul Davis Systems,
Roadtrac
Northmeadow
3280 Summit Ridge Pkwy.(10) B 173,360 Feb-97 Feb-98 61 4,999 Professional Book Dist.,
Berkeley Lake Public Storage
120 Declaration Dr.(10) B 301,200 Mar-97 Oct-97 70 7,841 Appleton Papers
Liberty Distribution Center
3805 Crestwood Pkwy.(10) O 105,295 Mar-97 Mar-98 85 10,646 Det Norske Veritas,
Crestwood Pointe Optrex, Summit Group,
Paccar Financial,
Astronet
1750 Beaver Ruin Rd.(10) S 67,600 Apr-97 Feb-98 66 4,860 Liberty Mutual Insurance
Gwinnett Park
11390 Old Roswell Rd.(11) S 47,600 Jun-97 Jun-98 0 3,527 N/A
Northmeadow
250 Horizon Drive B 267,619 Aug-97 Aug-98 0 7,661 N/A
Horizon
Eastside Pkwy.(12) D 80,000 Oct-97 Oct-98 0 3,500 N/A
The Business Park at
Sugarloaf
Crestwood Pkwy. O 105,295 Mar-98 Mar-99 0 11,109 N/A
Crestwood Pointe
2550 Northwinds Parkway O 149,797 Jan-98 Jan-99 0 16,169 N/A
Northwinds
ORLANDO
1629 Prime Ct. D 43,200 Jan-97 Jan-98 67 2,416 JD Group, Rocap
Airport Commerce Center
2490 Principal Row B 101,800 Apr-97 Apr-98 25 3,491 Greenmount Storage
Orlando Central Park
Celebration Blvd. S 58,702 Oct-97 Oct-98 0 4,879 N/A
Celebration
</TABLE>

S-17

<PAGE>

PROPERTIES UNDER DEVELOPMENT OR IN LEASE-UP (CONTINUED)(7)

<TABLE>
<CAPTION>
PERCENT
ESTIMATED ESTIMATED ESTIMATED LEASED OR
MARKET/ PROPERTY SQUARE COMPLETION STABILIZATION PRE- ESTIMATED TOTAL
PROPERTY AND BUSINESS PARK TYPE(1) FEET(8) DATE(2) DATE(3) LEASED(4) COST (000S)(5) MAJOR LESSEES
-------------------------- -------- --------- ---------- ------------- --------- --------------- -------------
<C> <C> <C> <C> <C> <C> <S> <C>
MULTI-TENENT (CONTINUED)
NASHVILLE
736 Melrose Avenue D 103,400 Sep-97 Sep-98 0% $ 5,454 N/A
Four-Forty Business Center
3300 Briley Park Blvd. South B 194,750 Oct-97 Oct-98 0 6,374 N/A
Nashville Business Center
RESEARCH TRIANGLE
Enterprise IV S 146,250 Jan-98 Jan-99 0 9,166 N/A
Enterprise Center
1700 Perimeter Park Drive O 81,000 Jan-98 Jan-99 0 7,947 N/A
Perimeter Park West
--------- --- ---------------
SUBTOTAL MULTI-TENANT 2,547,318 33 137,229
--------- --- ---------------
BUILD-TO-SUIT
ATLANTA
2555 Northwinds Pkwy. O 64,981 Jun-97 Jun-97 100% $8,561 DeVry
Northwinds
5755 Peachtree Ind. Blvd. O 50,000 Sep-97 Sep-97 100 4,615 IKON Office Solutions
IKON Campus
5765 Peachtree Ind. Blvd. D 60,000 Sep-97 Sep-97 100 3,913 IKON Office Solutions
IKON Campus
5775 Peachtree Ind. Blvd. D 60,000 Sep-97 Sep-97 100 3,194 IKON Office Solutions
IKON Campus
2850 Eastside Parkway(13) D 86,000 Dec-97 Dec-97 100 2,938 Data General
The Business Park at Sugarloaf
ORLANDO
2435 Principal Row B 126,818 Sep-97 Sep-97 100 4,464 U.S. Office Products
Orlando Central Park
--------- --- ---------------
SUBTOTAL BUILD-TO-SUIT 447,799 100 27,685
--------- --- ---------------
2,995,117 43% $ 164,914
========= === ===============
</TABLE>

S-18

<PAGE>

- --------
Footnotes to Development Tables:
(1) B=bulk warehouse; D=business distribution; S=business service; and
O=suburban office.

(2) Represents actual or estimated shell completion of the Property. With
respect to Properties under development or in lease-up, there can be no
assurance that the building will be completed by the estimated completion
date.

(3) Represents the actual or estimated stabilization date of the Property.
Properties are considered stabilized for financial reporting purposes upon
the earlier of substantial lease-up or one year after shell completion.
There can be no assurance that the Property will reach stabilization by
the estimated stabilization date.

(4) As of May 1, 1997.

(5) The total actual or estimated cost information presented includes the
Company's estimate of the fair market value of any development land used
in the development and capitalized costs through the development
stabilization date. With respect to Properties under development or in
lease-up, there can be no assurance that the actual cost of a building
will not exceed the estimate.

(6) The Company developed this project in a joint venture and acquired the
Property upon its reaching substantial lease-up.

(7) Does not include development Properties under agreement to acquire from
NWI or Lichtin. See "--Acquisitions."

(8) Actual leasable square feet may vary upon completion.

(9) The Company is the developer for the joint ventures that own these
Properties and in which the Company currently has interests ranging from
2.5% to 5.0%. The Company has options to purchase these Properties upon
stabilization, as defined in the joint venture agreements.

(10) Shell completed; interior finish to be completed.

(11) The Company is the developer of this Property, has an option to purchase
the Property upon stabilization and can be required by the owner to
purchase the Property after completion.

(12) Sugarloaf Properties Inc., an unrelated third party, has an option to
participate in 50% of the development and operations of this Property,
although it has not yet indicated whether it intends to do so. Figures
are based on 100% of the estimated cost.

(13) Sugarloaf Properties Inc., an unrelated third party, has exercised its
option to participate in 50% of the development and operations of this
Property. Figures are based on 50% of the estimated cost.

S-19
<PAGE>

ACQUISITION AND DEVELOPMENT RISKS

Subsequent to the IPO, the Company has acquired or has agreed to acquire 134
Properties totaling approximately 8.3 million square feet, an increase of
approximately 146% in the size of the portfolio from the size at the time of
the IPO. Acquisitions entail risks that (i) existing agreements to acquire
Properties may fail to close, (ii) acquired Properties may not perform in
accordance with management's expectations, including projected occupancy and
rental rates, (iii) the senior executives and employees of an acquired
business will not be successfully integrated into the Company, or (iv) the
Company may have underestimated the cost of improvements required to bring an
acquired Property up to standards established for the market position intended
for that Property.

The Company's expansion strategy involves both acquisitions and internal
growth. Although the Company has successfully acquired Properties and
effectively integrated their operations in the past, there can be no assurance
that the Company will be able to continue to make successful acquisitions in
the future or that any such acquisitions will be successfully integrated into
the Company's operations. Furthermore, there can be no assurance that an
acquisition will not have an adverse effect upon the Company's operating
results, particularly in the fiscal quarters immediately following the
consummation of such acquisition. There can be no assurance that the Company
will be able to continue to operate an acquired business in a profitable
manner.

Subsequent to the IPO, the Company has commenced, and in many cases also
completed, the development of 42 Properties and 4 Property expansions totaling
approximately 5.1 million square feet, an increase of approximately 90% in the
size of the portfolio from the size at the time of the IPO. New project
development is subject to a number of risks, including risks of construction
delays or cost overruns that may increase project costs, risks that the
project will not achieve anticipated occupancy levels or sustain anticipated
rent levels, new project commencement risks such as the failure to obtain
zoning, occupancy and other required governmental permits and authorizations,
and the risk that development costs will be incurred in connection with
projects that are not pursued to completion.

The Company's ability to develop or acquire Properties is dependent upon its
ability to obtain equity or debt financing. As of March 31, 1997, the Company
had additional borrowing availability of approximately $51.2 million under the
Credit Facility (approximately $115.1 million on a pro forma basis for the
application of the net proceeds of the Offering as described in "Use of
Proceeds," and approximately $129.4 million assuming the Underwriters' over-
allotment option is exercised in full). The issuance of Common Stock in the
Offering to obtain financing for the development or acquisition of Properties
may result in a dilution of ownership for the existing shareholders. In
addition, if cash flows generated from the investment of such net proceeds in
Properties or otherwise are less than the distributions payable to such new
shareholders, distributions to all shareholders would be adversely affected.
When the Company finances its operations with debt, the Company expects that
its Properties will generate cash flow adequate to service the indebtedness.
However, if cash flow from the Properties decreases or if any Property owned
by the Company requires significant unanticipated capital improvements, cash
flow would be adversely affected.

PROPERTY SALE

In April 1997, the Company closed the sale of a 96,000 square foot business
distribution Property located at its Hillside business park in Spartanburg,
South Carolina, to one of the Property's tenants. The Company believes that it
will ultimately be able to reinvest the approximately $2.5 million of sale
proceeds to produce a higher return than it would otherwise have achieved on
the Property. The Company completed a tax-deferred, like-kind exchange in
connection with the sale of this Property and the acquisition of 100
Technology Park discussed under "--Acquisitions--Pending Acquisitions" above.

S-20
<PAGE>

BUSINESS AND PROPERTIES

The Company's portfolio is comprised of 258 Properties totaling
approximately 19.1 million square feet, including 61 Properties and one
Property expansion (totaling approximately 5.0 million square feet) under
development and/or under agreement to acquire. See "Recent Developments--
Acquisitions" and "--Development." The Company currently manages, or expects
to manage upon completion or acquisition, all of the Properties. Industrial
Properties represent approximately 91% of the square footage of all of the
Properties, and suburban office Properties represent approximately 9%. The
average Occupancy Rate of the Company's In-service Properties was 96.2% at
December 31, 1996 and was 96.3% at March 31, 1997.

With its recent acquisitions in Nashville and the Research Triangle, and
with the continued expansion of its activities in Orlando, the Company has
reduced its concentration of Properties in metropolitan Atlanta to 68.4%
(based on square footage and pro forma to include the Properties under
development and/or under agreement to acquire) from 92.9% at December 31, 1995
(calculated on the same basis on that date). In addition, the Company has
significantly increased its tenant base and reduced its exposure to any single
tenant. At December 31, 1996, the Company's In-service Properties were leased
to 560 tenants, and the Company's largest tenant represented 3.8% of the
Company's total Annualized Base Rent. This compares to 351 tenants at December
31, 1995, with the Company's largest tenant representing 6.9% of the Company's
total Annualized Base Rent on that date.

The following table sets forth, as of the date of this Prospectus
Supplement, the location and type of the 258 Properties by square feet,
including the 61 Properties and one Property expansion (totaling approximately
5.0 million square feet) under development and/or under agreement to acquire.

LOCATION AND TYPE OF PROPERTIES
(BY SQUARE FEET)

<TABLE>
<CAPTION>
BUSINESS BULK BUSINESS TOTAL SUBURBAN PERCENT
LOCATION DISTRIBUTION WAREHOUSE SERVICE INDUSTRIAL OFFICE RETAIL TOTAL OF TOTAL
- -------- ------------ --------- --------- ---------- --------- ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta, GA............. 6,652,465 4,047,490 1,249,290 11,949,245 1,049,316 48,977 13,047,538 68.4%
Nashville, TN........... 1,583,705 585,471 353,775 2,522,951 -- -- 2,522,951 13.2
Research
Triangle, NC........... 631,968 -- 990,190 1,622,158 713,753 -- 2,335,911 12.2
Orlando, FL............. 370,718 368,633 58,702 798,053 -- -- 798,053 4.2
Spartanburg, SC......... 92,400 293,200 -- 385,600 -- -- 385,600 2.0
--------- --------- --------- ---------- --------- ------ ---------- -----
Total.................. 9,331,256 5,294,794 2,651,957 17,278,007 1,763,069 48,977 19,090,053 100.0%
========= ========= ========= ========== ========= ====== ========== =====
Percent of Total........ 48.9% 27.7% 13.9% 90.5% 9.2% 0.3% 100.0%
========= ========= ========= ========== ========= ====== ==========
</TABLE>

S-21

<PAGE>

PROPERTY OCCUPANCY AND ANNUALIZED BASE RENT

The following tables set forth the average Occupancy Rate of the Company's
In-service Properties as of December 31, 1996. At that date, the Company owned
188 In-service Properties totaling approximately 13.0 million square feet.

OCCUPANCY RATE OF IN-SERVICE PROPERTIES
AS OF DECEMBER 31, 1996
(BY PROPERTY LOCATION)

<TABLE>
<S> <C>
Atlanta, GA........................................................ 96.5%
Nashville, TN...................................................... 94.9
Research Triangle, NC.............................................. 94.2
Orlando, FL........................................................ 96.1
Spartanburg, SC.................................................... 100.0
-----
Total average.................................................... 96.2%
=====
</TABLE>

OCCUPANCY RATE OF IN-SERVICE PROPERTIES
AS OF DECEMBER 31, 1996
(BY PROPERTY TYPE)
<TABLE>
<S> <C>
Business distribution............................................... 96.7%
Bulk warehouse...................................................... 98.3
Business service.................................................... 91.6
----
Total industrial average.......................................... 96.5
----
Suburban office..................................................... 92.6
Retail.............................................................. 96.1
----
Total average..................................................... 96.2%
====
</TABLE>

The following tables set forth, as of December 31, 1996, the total
Annualized Base Rent from leases in the Company's In-Service Properties, on a
percentage basis by the location and type of Property.

PERCENTAGE OF ANNUALIZED BASE RENT
AS OF DECEMBER 31, 1996
(BY PROPERTY LOCATION)

<TABLE>
<S> <C>
Atlanta, GA........................................................ 71.4%
Nashville, TN...................................................... 10.0
Research Triangle, NC.............................................. 14.0
Orlando, FL........................................................ 2.7
Spartanburg, SC.................................................... 1.9
-----
Total............................................................ 100.0%
=====
</TABLE>

PERCENTAGE OF ANNUALIZED BASE RENT
AS OF DECEMBER 31, 1996
(BY PROPERTY TYPE)

<TABLE>
<S> <C>
Business distribution.............................................. 50.0%
Bulk warehouse..................................................... 14.9
Business service................................................... 15.1
-----
Total industrial................................................. 80.0
-----
Suburban office.................................................... 19.4
Retail............................................................. 0.6
-----
Total............................................................ 100.0%
=====
</TABLE>

S-22
<PAGE>

THE COMPANY'S MARKETS

The Company focuses its activities in what it believes are some of the
fastest growing markets in the Southeast. According to First Union's September
1996 Regional Economic Review, "The Southeast has led the nation in corporate
relocations and expansions during the 1990s. Over 7,500 factories have either
been built or expanded in the Southeast over the past five years, accounting
for four of every ten new and expanded plants in the country. The region has
also attracted a disproportionate share of international investment, with over
550 new foreign-owned factories built over the past five years." As detailed
below, since 1990, the Company's markets within the Southeast have also
experienced greater percentage growth in employment and population than the
United States as a whole.

EMPLOYMENT AND POPULATION GROWTH
(PERCENTAGE CHANGE)
<TABLE>
<CAPTION>
CUMULATIVE CUMULATIVE
EMPLOYMENT GROWTH POPULATION GROWTH
1990-1996(1) 1990-1995(2)
----------------- -----------------
<S> <C> <C>
Atlanta, GA................................. 26.4% 15.3%
Nashville, TN............................... 23.0 10.6
Research Triangle, NC....................... 21.2 15.2
Orlando, FL................................. 22.4 12.2
Spartanburg, SC............................. 12.2 6.1
U.S. Total................................. 10.7% 5.4%
</TABLE>
- --------
(1) Source: Bureau of Labor Statistics.
(2) Source: U.S. Census Bureau.

Metropolitan Atlanta, Georgia. The Company was founded and is currently
headquartered in metropolitan Atlanta and is one of metropolitan Atlanta's two
largest industrial property owners. Metropolitan Atlanta's rapid growth in
both employment and population is due in part to its role as a business and
distribution center for the entire Southeast. The Company believes that
metropolitan Atlanta has been successful attracting business relocations and
expansions because of its educated workforce, high quality of life and well-
developed transportation infrastructure.

According the Jamison Research, Inc. ("Jamison"), which publishes data on
metropolitan Atlanta's industrial and office real estate markets, the
metropolitan area in 1996 recorded its third straight year of industrial net
absorption in excess of 10 million square feet, and for the first quarter of
1997, industrial net absorption was 3.2 million square feet. Over the past
five years, metropolitan Atlanta's industrial net absorption has totaled more
than 50 million square feet. An increased supply of new multi-tenant
industrial buildings, however, has recently resulted in a decrease in
industrial occupancy in metropolitan Atlanta from 94.5% at December 31, 1995,
to 93.5% at March 31, 1997.

Also according to Jamison, metropolitan Atlanta's office market, exclusive
of the downtown submarket, recorded net absorption of approximately 2.8
million square feet during 1996 and approximately 900,000 square feet during
the first quarter of 1997. Occupancy, exclusive of the downtown submarket, has
increased from 90.9% at December 31, 1995 to 92.2% at March 31, 1997.
Development of new suburban office buildings has also increased recently. The
Company believes that this new development activity has occurred in response
to strong levels of demand.

The Company's In-service Properties located in metropolitan Atlanta were
comprised approximately 94% of industrial Properties and approximately 6% of
suburban office Properties (based on square footage) at December 31, 1996 and
had an average Occupancy Rate on that date of 96.5%. The Company believes that
one of the reasons that the Occupancy Rate of its metropolitan Atlanta
Properties is higher than the overall market is that it generally focuses its
activities on the submarkets that are among the metropolitan area's strongest.
According to Jamison, the major submarkets where the Company generally focuses
its activities accounted for less than 50% of metropolitan Atlanta's
approximately 400 million square feet of industrial and office space at
December 31, 1996, but

S-23

<PAGE>

recorded more than 70% of the metropolitan area's total net absorption in
1996. The Company allocates its development activity in metropolitan Atlanta
among all four of its primary industrial and suburban office Property types
and among a number of distinct submarkets, based on its own determination of
supply and demand conditions.

Nashville, Tennessee. The Company entered the Nashville market in November
1996, with its acquisition of NWI. See "Recent Developments--Acquisitions".
The Company's decision to expand into Nashville was based in part on
Nashville's economic diversity, with major industries including publishing,
health care, automobile production and tourism, high quality of life and rapid
growth in both employment and population. In addition, like Atlanta, Nashville
is a state capitol and has a well- developed transportation infrastructure.
Nashville is also well located as a point of distribution. According to the
Nashville Area Chamber of Commerce, Nashville lies within a 600 mile radius of
50% of the U.S. population.

According to CB Commercial/Torto Wheaton, which publishes data on several
industrial and office real estate markets, Nashville's industrial real estate
market totals approximately 112 million square feet; net absorption was
approximately 1.6 million square feet in 1996, and the market occupancy rate
was approximately 93.3% as of December 31, 1996. Also according to CB
Commercial/Torto Wheaton, Nashville's office market totals approximately 17
million square feet, net absorption was approximately 552,000 square feet in
1996, and the market occupancy rate was approximately 92.0% as of December 31,
1996.

Because of NWI's established presence in the Nashville industrial real
estate market, the Company is initially operating in Nashville under the name
"Weeks/NWI."

Research Triangle, North Carolina. The Company entered the Research Triangle
area of North Carolina in December 1996 with its acquisition of Lichtin. See
"Recent Developments--Acquisitions". The Company's decision to expand into the
Research Triangle was based in part on the area's success as a center for high
technology, communications, research and development and health care as well
as its high quality of life, rapid employment and population growth and
educated workforce. The area attracts many of its employees from its three
universities: Duke University, The University of North Carolina and North
Carolina State University.

Research Triangle Park, which is located adjacent to most of the Company's
portfolio, is one of the nation's largest planned research parks, with more
than 70 national and international research organizations employing over
35,000 people. Research Triangle Park generally consists of corporate-owned
facilities devoted to research and development. Many of the Company's
Properties house administrative, technology and service functions which
complement the activities of businesses with facilities located within
Research Triangle Park.

Because the Research Triangle's economy is based more on services,
government and trade than on manufacturing, the industrial real estate market
is smaller than it is in other comparable southeastern cities. According to
Karnes Research Company, which publishes data on the Research Triangle's
combined industrial and office real estate markets, the Research Triangle's
combined industrial and office real estate markets total approximately 37
million square feet; net absorption was approximately 1.1 million square feet
in the last half of 1996, and the occupancy rate of the Research Triangle's
combined industrial and office market was approximately 92.7% as of December
31, 1996.

Because of Lichtin's established presence in the Research Triangle
industrial and suburban office real estate markets, the Company is initially
conducting its operations in the Research Triangle under the name
"Weeks/Lichtin."

S-24
<PAGE>

Orlando, Florida. The Company entered the Orlando market in April 1995, with
the purchase of an approximately 190,000 square foot portfolio of industrial
Properties. The Company's decision to expand into Orlando was based in part on
the city's geographic location as a point of distribution for the state of
Florida, the most highly populated state in the Southeast, as well as
Orlando's well-developed transportation infrastructure and its rapid
employment and population growth. The Company decided to pursue its own
expansion into Orlando, without acquiring an established local industrial or
suburban office real estate company, because it perceived a relative lack of
competition and an opportunity to build a presence in the market. Since
entering Orlando in 1995, the Company has increased its portfolio of
Properties to approximately 800,000 square feet and has opened a local office,
staffed by a recently hired Vice President of the Company who has
approximately ten years experience in the market. Due in part to the Company's
success establishing a presence in Orlando, the Company was recently selected
by The Celebration Company, a subsidiary of The Walt Disney Company, to
develop the first business service facility in Celebration, Florida, a 4,900
acre master-planned community.

According to CB Commercial/Torto Wheaton, Orlando's industrial real estate
market totals approximately 74 million square feet; net absorption was
approximately 1.1 million square feet in 1996, and the market occupancy rate
was approximately 94.3% as of December 31, 1996. Also according to CB
Commercial/Torto Wheaton, Orlando's office real estate market totals
approximately 19 million square feet; net absorption was approximately 354,000
square feet in 1996, and the market occupancy rate was approximately 90.7% as
of December 31, 1996.

Spartanburg, South Carolina. Spartanburg is the Company's smallest market
and is serviced out of the Company's Atlanta headquarters. The Company's
activities in Spartanburg consist of Properties owned and developed at
Hillside Business Park. Hillside is located one exit north on I-85 from BMW's
automobile production facility which opened in 1995. The Occupancy Rate of the
Company's approximately 386,000 square feet of Properties in Spartanburg is
100.0% as of the date of this Prospectus Supplement.

THE COMPANY'S PROPERTY TYPES

The Company's strategy is to provide a broad spectrum of industrial and
suburban office facilities in order to meet the needs of its clients. The
Company acquires and develops Properties that are constructed using high-
quality materials and that are designed to be flexible and efficient in use
and economical to operate.

The Company categorizes its industrial Properties as either business
distribution, bulk warehouse or business service Properties based on
characteristics such as the warehouse ceiling height of a Property, its
building depth, truck loading configuration, percentage finished as office
space and intended use. The following is a discussion of the Company's primary
Property types:

Business distribution. Business distribution Properties are designed to
combine the utility of a warehouse with the enhanced image of a corporate
office. Although distribution is the primary function of a business
distribution Property, these Properties often house a clients' headquarters,
sales offices, research and development, and light manufacturing. With high
warehouse ceilings and deep truck courts, these Properties are generally cost-
effective and efficient distribution facilities. The Company's average
business distribution Property is 65,000 square feet with a 22 foot warehouse
ceiling height, 170 foot building depth and 35% office finish.

Bulk warehouse. These Properties are designed to maximize the efficiency of
distributing products. High warehouse ceilings increase cubic storage
capacity, and deep truck courts make it easier to handle a high volume of
truck traffic. The Company's average bulk warehouse Property is 155,000 square
feet with a 26 foot warehouse ceiling height, 310 foot building depth and 7%
office

S-25
<PAGE>

finish. The cost of the Property and its operations are the key determinants
in the success of a bulk warehouse Property. With an average age of
approximately five years, the Company's bulk warehouse Properties have been
designed to meet the latest requirements of more intensive distribution
functions.

Business service. These Properties are designed to combine attractive
features of suburban offices with the flexibility and lower cost of a business
distribution Property. Although these Properties are primarily used for
offices, the decision to locate in a business service Property is often driven
by an important function, such as light assembly, that requires truck access.
The Company's business service Properties are typically smaller than its
business distribution Properties with average warehouse ceiling heights of 15
feet, average building depth of 120 feet and office finish of 65%.

Suburban office. The Company's suburban office Properties are generally two
to seven story buildings used primarily for sales, service, engineering,
information processing, and other "back office" functions, and are located in
master-planned business parks near amenities such as hotels, restaurants and
shopping. The Company's suburban office Properties average 4.5 parking spaces
per 1,000 square feet of leasable space.

CLIENT RELATIONSHIPS

The Company believes that its emphasis on owning and developing quality
properties and providing a high level of client service has earned it a
reputation for tenant retention and expansion. Of the leases that expired in
the Company's In-service Properties in 1996, tenants occupying approximately
67% of such space renewed their leases with the Company. In addition, over the
same period, 40 tenant expansions for existing tenants were completed totaling
approximately 490,000 square feet.

The Company's 30 largest tenants (measured by Annualized Base Rent as of
December 31, 1996) occupy a total of approximately 4.1 million square feet and
represented 31.0% of Annualized Base Rent from all leases in place where
tenants were paying rent as of December 31, 1996. As shown in the table below,
no single tenant accounted for more than 3.8% of the Company's total
Annualized Base Rent as of December 31, 1996. Information presented in the
table below excludes Properties under development and/or under agreement to
acquire at December 31, 1996.

S-26
<PAGE>

30 LARGEST TENANTS MEASURED BY ANNUALIZED BASE RENT
AS OF DECEMBER 31, 1996

<TABLE>
<CAPTION>
LOCATION
ANNUALIZED PERCENTAGE OF
NUMBER BASE RENT OF TOTAL LEASED
SQUARE OF DEC. 31, ANNUALIZED PROPERTY
RANK TENANT FOOTAGE LEASES 1996 BASE RENT (STATE)
- ---- ------ --------- ------ ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
1 Scientific Atlanta, Inc........... 600,413 11 $ 2,669,856 3.8% GA
2 GTE Mobilnet Service Corporation.. 126,124 3 1,281,004 1.8 GA,NC
3 Radian International LLC.......... 90,159 2 1,170,485 1.7 NC
4 Honeywell, Inc.................... 70,016 3 934,962 1.3 GA
5 Fisher Scientific Company......... 223,219 1 875,019 1.2 GA
6 The Athlete's Foot Group, Inc..... 162,651 1 871,024 1.2 GA
7 AT&T Corp......................... 67,551 5 747,646 1.1 GA,TN,NC
8 Intelligent Systems Corporation... 137,100 1 685,500 1.0 GA
9 Sally Foster, Inc................. 197,200 2 673,237 1.0 SC
10 Yokohama Tire Corporation......... 252,092 1 665,383 0.9 GA
11 National Data Corporation......... 42,770 2 662,812 0.9 GA
12 PPD Pharmaco, Inc................. 64,916 4 647,035 0.9 NC
13 Vanstar Corporation............... 86,880 4 642,438 0.9 GA
14 Ahlstrom Recovery, Inc............ 62,893 2 633,352 0.9 GA
15 360(degrees) Communications....... 42,557 6 631,522 0.9 NC
16 The Bombay Company, Inc........... 253,890 2 631,344 0.9 GA
17 Liberty Mutual Insurance Company.. 41,900 1 581,572 0.9 GA
18 Southern Multimedia
Communications, Inc............... 117,647 3 581,172 0.9 GA
19 Deutz Corporation................. 137,061 1 561,950 0.8 GA
20 Intersolv, Inc.................... 39,280 1 559,740 0.8 NC
21 Reckitt & Colman, Inc............. 256,000 1 547,840 0.8 GA
22 BOC Health Care, Inc.............. 102,128 1 530,040 0.8 GA
23 Metrahealth Insurance Company..... 32,991 1 527,856 0.8 GA
24 Innotrac Corporation.............. 116,481 2 525,705 0.7 GA
25 Komatsu America Corporation....... 176,820 1 518,024 0.7 GA
26 Siemens Energy & Automation, Inc.. 204,000 2 510,480 0.7 GA
27 General Medical Corporation....... 140,015 1 505,472 0.7 FL
28 Saab Cars U.S.A., Inc............. 50,000 2 486,851 0.7 GA
29 Burlington Air Express, Inc....... 78,529 3 473,371 0.7 GA,TN
30 Hussman Corporation............... 85,200 1 440,484 0.6 GA
--------- --- ----------- ----
Total............................. 4,058,483 71 $21,773,176 31.0%
========= === =========== ====
</TABLE>

LEASING TRENDS

The leases for the Company's Properties have terms ranging from one to
fifteen years, with terms for multi-tenant Properties typically between three
and five years and for build-to-suit Properties typically between seven and
ten years. Typically, the tenant in a multi-tenant Property pays for increases
in taxes, operating costs and insurance above a base year level. For build-to-
suit Properties, the tenant typically pays for all taxes, insurance and
operating costs. Approximately 64% of the Company's leases (based on leased
square footage as of December 31, 1996) contain contractual rent escalations.

The high average occupancy of the Company's Properties reflects the
generally strong supply and demand conditions in its markets. As a result, the
Company continues to be able to increase average rents and generally to avoid
offering tenant concessions. During 1996, the Company renewed or re-leased
approximately 2.0 million square feet of second-generation space in its
Properties. Cash-basis

S-27
<PAGE>

rental rates on this space increased by an average of 4.2%, calculated by
comparing the initial cash-basis rent to be paid by the tenant under the new
or renewed lease with the ending cash-basis rent paid by the tenant under the
previous lease on the same space. Rental rate increases by Property type,
calculated on the same basis, were as follows for 1996:

CASH-BASIS RENT INCREASES BY PROPERTY TYPE
FISCAL 1996

<TABLE>
<S> <C>
Bulk warehouse...................................................... 5.9%
Business distribution............................................... 4.2
Business service.................................................... 1.5
Suburban office..................................................... 5.4
Retail.............................................................. 3.7
---
Average............................................................ 4.2%
===
</TABLE>

LEASE EXPIRATIONS

The following tables show scheduled lease expirations for leases under which
tenants were paying rent to the Company as of December 31, 1996, assuming no
exercise of renewal options or termination rights, if any.

LEASE EXPIRATIONS

TOTAL PORTFOLIO

<TABLE>
<CAPTION>
AVERAGE CASH
PERCENTAGE OF PERCENTAGE OF BASE RENTAL
SQUARE TOTAL ANNUALIZED TOTAL ANNUALIZED RATE PER
FEET SQUARE FEET BASE RENT BASE RENT SQUARE FOOT
YEAR OF EXPIRATION EXPIRING EXPIRING EXPIRING(1) EXPIRING(2) AT EXPIRATION
------------------ ---------- ------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C> <C>
1997.................... 2,267,846 17.6% $ 12,880,508 17.4% $ 5.68
1998.................... 2,100,644 16.3 10,474,264 14.1 4.99
1999.................... 1,632,547 12.7 9,868,813 13.3 6.05
2000.................... 1,918,357 14.9 11,602,182 15.6 6.05
2001.................... 1,160,833 9.0 6,581,030 8.9 5.67
2002.................... 407,281 3.2 4,056,152 5.5 9.96
2003.................... 541,534 4.2 4,694,088 6.3 8.67
2004.................... 1,170,203 9.1 5,413,542 7.3 4.63
2005.................... 523,268 4.1 2,605,983 3.5 4.98
2006.................... 562,851 4.4 2,838,499 3.8 5.04
2007.................... 162,651 1.3 1,050,409 1.4 6.46
2008.................... 127,800 1.0 392,474 0.5 3.07
2009 and thereafter..... 293,819 2.2 1,703,541 2.4 5.80
---------- ----- ------------ ----- ------
Total.................. 12,869,634 100.0% $ 74,161,485 100.0% $ 5.76
========== ===== ============ ===== ======
</TABLE>

S-28
<PAGE>

INDUSTRIAL PROPERTIES

<TABLE>
<CAPTION>
AVERAGE CASH
PERCENTAGE OF PERCENTAGE OF BASE RENTAL
SQUARE TOTAL ANNUALIZED TOTAL ANNUALIZED RATE PER
FEET SQUARE FEET BASE RENT BASE RENT SQUARE FOOT
YEAR OF EXPIRATION EXPIRING EXPIRING EXPIRING(1) EXPIRING(2) AT EXPIRATION
------------------ ---------- ------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
1997.................... 2,142,953 18.1% $11,219,763 18.8% $5.24
1998.................... 2,007,516 16.9 9,138,775 15.3 4.55
1999.................... 1,553,280 13.1 8,793,401 14.7 5.66
2000.................... 1,712,923 14.5 8,980,651 15.0 5.24
2001.................... 1,090,462 9.2 5,545,373 9.3 5.09
2002.................... 261,234 2.2 1,922,965 3.2 7.36
2003.................... 377,215 3.2 2,339,454 3.9 6.20
2004.................... 1,084,105 9.1 4,112,091 6.9 3.79
2005.................... 493,400 4.2 2,166,952 3.6 4.39
2006.................... 541,477 4.6 2,469,304 4.1 4.56
2007.................... 162,651 1.4 1,050,409 1.8 6.46
2008.................... 127,800 1.1 392,474 0.7 3.07
2009 and thereafter..... 293,819 2.4 1,703,541 2.7 5.80
---------- ----- ----------- ----- -----
Total.................. 11,848,835 100.0% $59,835,153 100.0% $5.05
========== ===== =========== ===== =====
</TABLE>

SUBURBAN OFFICE PROPERTIES

<TABLE>
<CAPTION>
AVERAGE CASH
PERCENTAGE OF PERCENTAGE OF BASE RENTAL
SQUARE TOTAL ANNUALIZED TOTAL ANNUALIZED RATE PER
FEET SQUARE FEET BASE RENT BASE RENT SQUARE FOOT
YEAR OF EXPIRATION EXPIRING EXPIRING EXPIRING(1) EXPIRING(2) AT EXPIRATION
------------------ -------- ------------- ----------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
1997.................... 122,733 12.6% $ 1,631,945 11.8% $13.30
1998.................... 93,128 9.6 1,335,490 9.6 14.34
1999.................... 77,623 8.0 1,054,040 7.6 13.58
2000.................... 170,211 17.5 2,337,985 16.8 13.74
2001.................... 70,371 7.2 1,035,657 7.5 14.72
2002.................... 146,047 15.0 2,133,187 15.4 14.61
2003.................... 164,319 16.9 2,354,634 17.0 14.33
2004.................... 86,098 8.8 1,301,450 9.4 15.12
2005.................... 25,753 2.6 382,244 2.8 14.84
2006.................... 17,459 1.8 309,487 2.1 17.73
2007.................... -- -- -- -- --
2008.................... -- -- -- -- --
2009 and thereafter..... -- -- -- -- --
------- ----- ----------- ----- ------
Total.................. 973,742 100.0% $13,876,119 100.0% $14.25
======= ===== =========== ===== ======
</TABLE>
- --------
(1) Represents annualized monthly base rent at the time of lease expirations.
Includes contractual increases that will take place prior to lease
expirations.

(2) Calculated by dividing Annualized Base Rent under expiring leases by the
total Annualized Base Rent (inclusive of contractual increases) as of
December 31 of each year indicated.

S-29
<PAGE>

RE-LEASING COSTS

Although re-leasing costs may vary from year-to-year depending on conditions
in the Company's real estate markets and the mix of leasing between Property
types, the Company endeavors to control re-leasing costs by (i) agreeing to
provide specific tenant improvements based on a detailed space plan rather
than committing to a fixed dollar amount; (ii) acting as general contractor
with respect to construction of tenant improvements, thereby saving the fees
paid to outside contractors and enabling the Company to control the quality
and timely completion of the work; (iii) constructing general purpose
improvements that can be adapted to different tenants' requirements at
relatively low cost; (iv) paying leasing commissions to its in-house marketing
representatives that take into account the cost of tenant improvements thereby
providing an incentive to minimize cost; and (v) using its in-house marketing
representatives to negotiate directly with tenants when possible, thereby
saving the cost of commissions to outside brokers.

The following tables summarize by year the Company's capitalized tenant
improvement and leasing commission expenditures incurred in the renewal or re-
leasing of previously occupied space in its industrial and suburban office
Properties.

CAPITALIZED TENANT IMPROVEMENTS AND LEASING COMMISSIONS

INDUSTRIAL PROPERTIES

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
------ ----- ----- ----- ------
(IN THOUSANDS, EXCEPT PER
SQUARE FOOT INFORMATION)
<S> <C> <C> <C> <C> <C>
RE-LEASING
Square feet leased............................ 278 376 360 317 678
Capitalized tenant improvements and leasing
commissions.................................. $1,013 $ 669 $ 171 $ 462 $1,395
Capitalized tenant improvements and leasing
commissions per square foot.................. $ 3.65 $1.78 $0.47 $1.46 $ 2.06
RENEWAL
Square feet leased............................ 569 575 472 814 1,027
Capitalized tenant improvements and leasing
commissions.................................. $ 482 $ 295 $ 191 $ 469 $1,055
Capitalized tenant improvements and leasing
commissions per square foot.................. $ 0.85 $0.51 $0.40 $0.58 $ 1.03
TOTAL
Square feet................................... 847 951 832 1,131 1,705
Total capitalized tenant improvements and
leasing commissions.......................... $1,495 $ 964 $ 362 $ 931 $2,450
Total capitalized tenant improvements and
leasing commissions per square foot.......... $ 1.77 $1.01 $.043 $0.82 $ 1.44
</TABLE>

S-30
<PAGE>

SUBURBAN OFFICE PROPERTIES

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
----- ----- ----- ------ -----
(IN THOUSANDS, EXCEPT PER
SQUARE FOOT INFORMATION)
<S> <C> <C> <C> <C> <C>
RE-LEASING
Square feet leased....................... 49 28 29 111(1) 16
Capitalized tenant improvements and
leasing commissions..................... $ 181 $ 165 $ 217 $1,578(1) $ 45
Capitalized tenant improvements and
leasing commissions per square foot..... $3.73 $5.85 $7.43 $14.25(1) $2.80
RENEWAL
Square feet leased....................... 99 61 86 47 106
Capitalized tenant improvements and
leasing commissions..................... $ 60 $ 108 $ 187 $ 50 $ 290
Capitalized tenant improvements and
leasing commissions per square foot..... $0.60 $1.77 $2.17 $ 1.06 $2.74
TOTAL
Square feet.............................. 148 89 115 158(1) 122
Total capitalized tenant improvements and
leasing commissions..................... $ 241 $ 273 $ 404 $1,628(1) $ 335
Total capitalized tenant improvements and
leasing commissions per square foot..... $1.63 $3.06 $3.50 $10.27(1)(2) $2.75
</TABLE>
- --------
(1) Includes approximately $1,377,000 or $15.68 per square foot to re-tenant
87,845 square feet of space in the Company's 94,677 square foot office
Property which was vacated by a single tenant and which was subsequently
converted from a single tenant to a multi-tenant office Property.

(2) Excluding amounts incurred to re-lease the office Property described in
footnote (1) above, capitalized tenant improvements and leasing
commissions would have averaged $3.55 per square foot for re-leased and
renewed space during 1995.

S-31

<PAGE>

UNDEVELOPED LAND

An important part of the Company's development strategy is to own or control
land sufficient to allow it to develop exclusive business park environments
and to accommodate the expansion and relocation needs of its tenants. Since
the IPO, the Company has increased significantly its interests in undeveloped
land from the approximately 1,512 acres owned or controlled at that time to
the approximately 1,815 acres that it currently owns or controls. The Company
employs a number of ownership and control arrangements in its land strategy,
including outright purchases, joint ventures, staged acquisitions, options and
exclusive marketing and development agreements. By doing so, the Company
believes that it can control sufficient land acreage, while mitigating the
negative impact of land carrying costs.

The following schedule details the Company's undeveloped land interests. The
land detailed below is located primarily in existing business parks with
zoning and infrastructure in place. The Company estimates that the development
potential of the undeveloped land ultimately could total approximately 19.6
million square feet.

UNDEVELOPED LAND
(IN NET USABLE ACRES)

<TABLE>
<CAPTION>
ESTIMATED
DEVELOPMENT
RESEARCH POTENTIAL
ATLANTA NASHVILLE TRIANGLE ORLANDO SPARTANBURG TOTAL (SQUARE FEET)(1)
---------- --------- --------- ------- ----------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Company-owned........... 172.3 30.3 34.3 27.5 -- 264.4 3,668,000
Owned in joint ventures. 225.5(2) -- -- -- 372.7(2) 598.2 5,536,500(8)
Under agreement to
acquire................ 14.2(3) 125.9(4) 59.0(5) 34.3(6) -- 233.4 3,240,000
Optioned................ -- -- 166.9 -- -- 166.9 1,550,000
Marketing / development
agreements............. 552.5(7) -- -- -- -- 552.5 5,587,500
---------- --------- --------- ------- --------- ------- ----------
Total.................. 964.5 156.2 260.2 61.8 372.7 1,815.4
========== ========= ========= ======= ========= =======
Estimated development
potential (square
feet)(1)............... 11,243,500 1,899,000 2,890,000 952,000 2,597,500(8) 19,582,000
========== ========= ========= ======= ========= ==========
</TABLE>
- --------
(1) Based upon the Company's estimate of the appropriate density and
anticipated building types that may be developed, net of land necessary to
provide for adequate infrastructure. There can be no assurance that the
Company's estimate of development potential will be realized.

(2) The Company's interests in its undeveloped land held in joint ventures
ranges from 0% to 30%.

(3) The Company has agreed to acquire this land in three stages to occur prior
to April 1998. The second stage was closed in December 1996.

(4) The Company has agreed to purchase 104.5 net usable acres of undeveloped
land from NWI in a staged acquisition over a period of up to six years.
See "Recent Developments--Acquisitions." In addition, the Company has
recently contracted with an unaffiliated third party to acquire 21.4 net
usable acres in Nashville for the possible development of suburban office
buildings. Closing of this acquisition is subject to the completion of a
satisfactory due diligence review.

(5) The Company has agreed to purchase this land from Lichtin in a staged
acquisition over a period of up to five years. See "Recent Developments--
Acquisitions."

(6) The Company has agreed to acquire 24.6 acres at Orlando Central Park in
two stages to occur by December 1998.

(7) Under the terms of the Company's development agreements, the Company will
generally either develop properties for a fee, or have certain rights to
acquire land for development or to acquire developed properties upon their
completion. The Company's marketing agreements generally provide for the
Company to be paid marketing or management fees in conjunction with
services it provides. Both the development and marketing agreements
generally contain certain non-competition provisions covering a limited
geographic area.

(8) The Company expects that it will eventually develop approximately one-half
the acreage it owns in joint venture in Spartanburg and that the remainder
will be sold to third parties. Estimated development potential reflects
only that land which is not currently expected to be sold.

S-32
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock offered
hereby, after deducting underwriting discounts and commissions and expenses of
the Offering, are approximately $95.1 million (approximately $109.4 million if
the Underwriters' over-allotment option is exercised in full). The Company
intends to use the net proceeds of the Offering to repay approximately $63.9
million (approximately $78.3 million assuming the Underwriters' over-allotment
option is exercised in full) of borrowings under its Credit Facility, which
amounts have been incurred to fund development and acquisition activities, and
to prepay, without penalty, mortgage indebtedness totaling approximately $31.2
million. The borrowings under the Credit Facility bear interest at floating
rates based on LIBOR or the prime rate, and the weighted average rate on such
borrowings as of March 31, 1997, was 6.98% per annum, excluding $50 million
which had been swapped to fixed rates averaging approximately 8.0%. As of
March 31, 1997, outstanding borrowings under the Credit Facility, including
borrowings by subsidiaries of the Company, totaled approximately $123.8
million. The Credit Facility has an initial term expiring on December 31,
1999, with optional twelve-month extensions through December 31, 2002. The
interest rate on the mortgage indebtedness to be prepaid is 7.75%. The
mortgage indebtedness has an original maturity date of March 31, 1998.

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Since the IPO, the Common Stock has been listed on the NYSE under the symbol
"WKS." The following table sets forth the high and low closing sale prices for
the Common Stock for the fiscal periods indicated, as reported by the NYSE
Composite Tape, and the dividends declared by the Company with respect to each
such period. On May 7, 1997, the last reported sale price of the Common Stock
on the NYSE was $31.50 per share.

<TABLE>
<CAPTION>
QUARTERLY PERIOD HIGH LOW DIVIDENDS
---------------- ------- ------- ---------
<S> <C> <C> <C>
1994
Third quarter (1)................................ $20.500 $19.750 $.150
Fourth quarter................................... $22.375 $18.500 $.375
1995
First quarter.................................... $22.875 $20.750 $.375
Second quarter................................... $25.000 $21.750 $.375
Third quarter.................................... $25.625 $23.250 $.375
Fourth quarter................................... $25.125 $22.500 $.400
1996
First quarter.................................... $26.750 $25.000 $.400
Second quarter................................... $26.000 $23.625 $.400
Third quarter.................................... $29.250 $25.625 $.400
Fourth quarter................................... $33.250 $27.875 $.430
1997
First quarter.................................... $36.250 $31.750 $.430
Second quarter(2)................................ $34.500 $31.375 $ --
</TABLE>
- --------
(1) For the period from August 18, 1994, through September 30, 1994.
(2) Through May 7, 1997.

Since the IPO, the Company has paid regular quarterly dividends to its
shareholders. The dividends for each quarterly period are declared and paid
quarterly in arrears. Of the dividends paid to shareholders in 1996,
approximately 5% represented a return of capital for tax purposes, with the
remaining 95%

S-33

<PAGE>

representing ordinary income. In 1994 and 1995, 100% of the dividends paid to
shareholders represented ordinary income for tax purposes. Federal income tax
laws require that a REIT distribute annually at least 95% of its REIT taxable
income. See "Federal Income Tax Considerations--Taxation of the Company--
Annual Distribution Requirements" in the accompanying Prospectus. Future
distributions by the Company will be at the discretion of the Board of
Directors and will depend upon the actual operating results of the Company,
its financial condition, capital requirements, the annual distribution
requirements under the REIT provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), applicable legal restrictions and such other factors
as the Board of Directors deems relevant. Although the Company intends to
continue to make quarterly distributions to its shareholders, no assurances
can be given as to the amounts of dividends, if any, distributed in the
future.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of March
31, 1997 and as adjusted to give effect to the Offering and the application of
the net proceeds therefrom as described in "Use of Proceeds."

<TABLE>
<CAPTION>
AS OF MARCH 31, 1997
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Debt and Minority Interest:
Mortgage notes payable.................................. $200,768 $169,598
Bank credit facility.................................... 120,115 56,185
Minority interest in Operating Partnership.............. 77,674 87,986
-------- --------
Total debt and minority interest....................... 398,557 313,769
-------- --------
Shareholders' Equity:
Common Stock, $.01 par value per share, 100,000,000
shares authorized, 14,097,617 shares issued and
outstanding, and 17,297,617 shares, as adjusted to give
effect to the Offering(1).............................. 141 173
Preferred stock, $.01 par value per share, 20,000,000
shares authorized, none issued and outstanding......... -- --
Additional paid-in capital.............................. 269,085 364,153
Deferred compensation................................... (1,078) (1,078)
Accumulated deficit..................................... (51,604) (61,916)
-------- --------
Total shareholders' equity............................. 216,544 301,332
-------- --------
Total capitalization.................................. $615,101 $615,101
======== ========
</TABLE>
- --------
(1) Excludes an aggregate of 5,057,836 shares of Common Stock issuable upon
the exchange of Units and an aggregate of approximately 746,000 shares of
Common Stock issuable upon the exercise of options granted to directors,
executive officers, management and staff, and an aggregate of
approximately 165,000 shares of Common Stock available for future grants
pursuant to the Company's Incentive Stock Plan as of March 31, 1997.

S-34
<PAGE>

SELECTED FINANCIAL AND OTHER INFORMATION

The following table sets forth the Company's consolidated selected financial
and operating information for the years ended December 31, 1996 and 1995, and
for the period from August 24, 1994 to December 31, 1994; and the combined
selected financial and operating information of Weeks Group, the predecessor
to the Company, for the period from January 1, 1994 to August 23, 1994. The
Company's selected balance sheet data is presented as of December 31, 1996 and
1995. This information should be read in conjunction with all of the financial
statements and notes thereto incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus.

<TABLE>
<CAPTION>
WEEKS CORPORATION WEEKS GROUP (1)
----------------------------------------- ---------------
YEAR ENDED YEAR ENDED AUG. 24 TO JAN. 1 TO
DEC. 31, 1996 DEC. 31, 1995 DEC. 31, 1994 AUG. 23, 1994
------------- ------------- ------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<S> <C> <C> <C> <C>
OPERATING DATA:
Rental revenues......... $ 48,162 $ 31,217 $ 8,144 $ 10,937
Total revenues.......... 53,883 35,271 9,312 16,538
Property operating,
maintenance and real
estate tax expenses.... 10,750 6,896 1,714 2,721
Depreciation and amorti-
zation................. 13,474 8,177 2,098 2,920
Interest expense........ 11,779 8,106 1,958 6,682
Amortization of deferred
financing costs........ 864 691 252 322
General and administra-
tive expenses.......... 3,039 1,848 472 1,514
Interest income......... 492 334 224 --
Equity in earnings of
unconsolidated enti-
ties................... 1,340 1,220 692 91
Income before minority
interests and
extraordinary loss..... 15,809 11,107 3,734 516
Net income.............. 12,745 8,426 798 516
Net income per share.... $ 1.11 $ 1.03 $ 0.10 $ --
Weighted average shares
outstanding............ 11,512 8,171 7,675 --
</TABLE>

<TABLE>
<CAPTION>
DEC. 31, 1996 DEC. 31, 1995
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Investment in real estate before accumulated depre-
ciation........................................... $ 592,841 $ 319,763
Net investment in real estate...................... 551,372 289,874
Total assets....................................... 591,849 320,441
Total indebtedness................................. 296,975 147,305
Shareholders' equity............................... 213,711 132,949
</TABLE>

S-35

<PAGE>

(2) The Company believes that funds from operations provides an additional
indicator of the financial performance of the Company. "Funds from
operations" is defined by NAREIT to mean net income (loss) determined in
accordance with GAAP excluding gains (or losses) from debt restructuring
and sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis. Funds from
operations is influenced not only by the operations of the Properties, but
also by the capital structure of the Company. Funds from operations does
not represent cash flow from operating, investing and financing activities
as defined by GAAP. Additionally, funds from operations does not measure
whether cash flow is sufficient to fund all cash flow needs, including
principal amortization, capital expenditures and dividends to
shareholders, and should not be considered as an alternative to net income
for purposes of evaluating the Company's operating performance or as an
alternative to cash flow, as defined by GAAP, as a measure of liquidity.
Funds from operations presented herein under the NAREIT guidelines is not
necessarily comparable to funds from operations presented by other real
estate companies due to the fact that not all real estate companies use
the same definition. However, the Company's funds from operations is
comparable to the funds from operations of real estate companies that use
the current NAREIT definition.

(3) Effective for the year ended December 31, 1996, the Company implemented
the new guidelines issued by NAREIT in 1995 for calculating funds from
operations. The primary difference between the Company's funds from
operations under the new guidelines and prior years is that the Company
now reduces reported funds from operations for the amortization of
deferred financing costs and recognizes rental income for the purposes of
computing funds from operations on a "straight-line" basis. Previously
reported funds from operations were $20,017,000 and $6,115,000, and funds
from operations attributable to the Company's shareholders were
$15,201,000 and $4,571,000, for the year ended December 31, 1995 and for
the period from August 24, 1994 to December 31, 1994, respectively.

(4) Represents the Company's share of funds from operations, net of amounts
attributable to minority interests.

(5) At period end.

S-36
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Selected Financial and Other Information appearing elsewhere herein, the
Consolidated Financial Statements of the Company and the Combined Financial
Statements of Weeks Group and the Notes thereto incorporated by reference in
this Prospectus Supplement and the accompanying Prospectus.

RESULTS OF OPERATIONS

The results of operations as discussed herein include the historical results
of the Company for the years ended December 31, 1996 and 1995, and for the
period from August 24, 1994 to December 31, 1994; and of Weeks Group for the
period from January 1, 1994 to August 23, 1994. For the purpose of comparison
to 1995 operating results, the results for the periods from January 1, 1994 to
August 23, 1994 and August 24, 1994 to December 31, 1994 have been combined.

Subsequent to the Company's IPO, all third-party service businesses
conducted through the Company's subsidiaries (the "Subsidiaries"), Weeks
Realty Services, Inc. (fee landscape and property management services) and
Weeks Construction Services, Inc. (fee construction) were deconsolidated and
accounted for on the equity method of accounting.

On November 1, 1996 and December 31, 1996, the Company completed the initial
closings of the NWI and Lichtin acquisitions, respectively. See "Recent
Developments--Acquisitions." While these transactions did not have a material
impact on 1996 reported results of operations, they were significant
transactions as they provided for the Company's continued expansion in the
Southeast.

Operating information relating to the Company's Properties is summarized
below:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED AUG. 24 TO JAN. 1 TO % CHANGE % CHANGE
DEC. 31, DEC. 31, DEC. 31, AUG. 23, 1996 VS. 1995 VS.
1996 1995 1994 1994 1995 1994
---------- ---------- ---------- --------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Rental revenues......... $48,162 $31,217 $8,144 $10,937 54.3% 63.6%
Tenant reimbursements... 4,517 2,798 733 977 61.4 63.6
------- ------- ------ ------- ---- ----
Property operating reve-
nues................... 52,679 34,015 8,877 11,914 54.9 63.6
------- ------- ------ ------- ---- ----
Operating and
maintenance expenses... 6,025 3,899 979 1,747 54.5 43.0
Real estate taxes....... 4,725 2,997 735 974 57.7 75.4
Depreciation and amorti-
zation................. 13,474 8,177 2,098 2,920 64.8 63.0
------- ------- ------ ------- ---- ----
Property operating ex-
penses................. 24,224 15,073 3,812 5,641 60.7 59.5
------- ------- ------ ------- ---- ----
Property operating reve-
nues less property op-
erating expenses....... $28,455 $18,942 $5,065 $ 6,273 50.2% 67.1%
======= ======= ====== ======= ==== ====
</TABLE>

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

Year to year comparisons of Property operating revenues and expenses for
1996 and 1995 are discussed herein using the categories "core Properties,"
"development Properties" and "acquisition Properties." Core Properties are
defined as Properties which were stabilized and operating for comparable full
year periods. The Company defines a Property as stabilized upon the earlier of
substantial lease-up or one year after building shell completion. Development
Properties reflect Properties completed and stabilized, and acquisition
Properties are Properties acquired, subsequent to January 1, 1995.

S-37
<PAGE>

Property operating revenues (rental revenues plus tenant reimbursements)
increased $18,664,000 or 54.9% in 1996. Of this increase, $13,733,000,
$3,750,000 and $1,181,000 were attributable to acquisition, development and
core Properties, respectively. The increases from acquisition and development
Properties were due to the acquisition of 81 Properties (49 in 1995 and 32 in
1996) totaling 4,727,000 square feet, excluding 14 Properties totaling
1,109,000 square feet acquired on December 31, 1996, and the stabilization of
15 development Properties (7 in 1995 and 8 in 1996) and 2 Property expansions
(one each year) totaling 1,799,000 square feet. Property operating expenses
increased $9,151,000 or 60.7% between years, due primarily to the growth in
the Property portfolio resulting from the acquisition and development
Properties discussed above.

For the comparable years of 1996 and 1995, operating results of the core
Properties, representing 78 Properties totaling 5,331,000 square feet, are
summarized below:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DEC. 31, DEC. 31,
1996 1995 % CHANGE
---------- ---------- --------
(IN THOUSANDS, EXCEPT AVERAGE
OCCUPANCY)
<S> <C> <C> <C>
Rental revenues............................ $25,157 $24,045 4.6%
Tenant reimbursements...................... 2,000 1,931 3.6
------- ------- ----
Property operating revenues................ 27,157 25,976 4.5
------- ------- ----
Operating and maintenance expenses......... 3,685 3,210 14.8
Real estate taxes.......................... 2,299 2,300 --
Depreciation and amortization.............. 7,178 6,310 13.8
------- ------- ----
Property operating expenses................ 13,162 11,820 11.4
------- ------- ----
Property operating revenues less property
operating expenses........................ $13,995 $14,156 (1.1%)
======= ======= ====
Average occupancy.......................... 95.1% 95.9%
</TABLE>

Property operating revenues from core Properties increased 4.5% despite a
slight decrease in overall average occupancy, due in part to the re-leasing in
1995 of 2 Properties totaling 344,000 square feet vacated in early 1995 by
Matsushita Electric Corporation (Panasonic). Re-leasing these 2 Properties
produced an operating revenue increase of $912,000 in 1996. The positive
impact of re-leasing these Properties was offset by decreased average
occupancy in 6 other Properties totaling 336,000 square feet which resulted in
decreased operating revenues of $691,000. Exclusive of these occupancy related
impacts, operating revenues for core Properties increased 4.2% between years
due primarily to rental rate increases.

Property operating expenses increased 11.4% due to both increased operating
and maintenance expenses and depreciation and amortization in 1996. Net of the
impact of the 8 Properties affected by occupancy changes, property operating
expenses increased by 8.6% (6.1% excluding depreciation and amortization
expense). The 6.1% increase in property operating expenses, excluding
depreciation and amortization, reflects increased property maintenance and
security expenses between years. Also excluding the impact of the 8 Properties
affected by occupancy changes, property operating revenues less property
operating expenses from core Properties increased 0.4% (3.7% exclusive of
depreciation and amortization) between years.

Interest expense increased $3,673,000 or 45.3% from $8,106,000 in 1995 to
$11,779,000 in 1996, due to higher interest on the Company's Credit Facility
and higher mortgage interest in 1996. Higher weighted average Credit Facility
borrowings in 1996 compared to 1995, due to the Company's acquisitions and
increased development activity, resulted in higher Credit Facility interest
costs in 1996

S-38

<PAGE>

of $1,410,000. Mortgage interest increased $2,263,000 due to interest costs
associated with mortgage debt assumed in connection with the Company's 1995
and 1996 acquisitions.

Amortization of deferred financing costs increased by $173,000 or 25.0% from
$691,000 in 1995 to $864,000 in 1996, due primarily to the amortization of the
deferred financing costs associated with a $5.1 million industrial revenue
bond refinancing in the first quarter of 1996 and costs associated with
increasing the availability under and restructuring the Credit Facility.

Company general and administrative expenses increased by $1,191,000 or 64.4%
from $1,848,000 in 1995 to $3,039,000 in 1996, due primarily to increased
personnel and related administrative costs attributable to the Company's
growth and to a lesser extent by a shift in certain expenses relating to
Properties which were fee-managed by the Subsidiaries in 1995, but which were
subsequently acquired and owned by the Company in 1996. A portion of the
increased expenses in 1996 also relates to the establishment of an office in
Orlando, Florida and the general and administrative expenses associated with
the acquisition of NWI's operating business, both of which occurred in the
fourth quarter of 1996. General and administrative expenses of the Company,
when combined with the general and administrative expenses of the
Subsidiaries, increased by $1,367,000 or 40.6% from $3,366,000 in 1995 to
$4,733,000 in 1996 for the reasons discussed above. As a percentage of the
combined revenues of the Company and the Subsidiaries, the combined general
and administrative expenses of the Company and the Subsidiaries decreased from
8.0% in 1995 to 7.6% in 1996.

Interest income for the year ended December 31, 1996, consists primarily of
interest earned under development loan arrangements. For the year ended
December 31, 1995, interest income represented $213,000 earned under a short-
term note arrangement, made in conjunction with a 1995 Property acquisition,
$60,000 earned under the development loan arrangements discussed above, with
the remainder earned on short-term cash investments.

Equity in earnings of unconsolidated entities represents the Company's 99%
economic interest in the earnings of the Subsidiaries after the elimination of
interest expense to the Company. Equity in earnings of unconsolidated entities
increased by $120,000 or 9.8% from $1,220,000 in 1995 to $1,340,000 in 1996
due primarily to the increased activity and profitability of the Subsidiaries'
third-party construction and landscape businesses, offset by a decrease in
property management fees due to the Company's 1995 acquisition of 37
Properties previously fee-managed by the Subsidiaries.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO THE COMBINED RESULTS FOR YEAR
ENDED DECEMBER 31, 1994

For the 1995 and 1994 comparison of Property operating results, "core
Properties" are defined as Properties which were stabilized and operating for
comparable full-year periods. "Development Properties" reflect Properties
completed and stabilized subsequent to the IPO, and "acquisition Properties"
are Properties acquired in conjunction with the IPO and acquired from third
parties subsequent to the IPO.

Property operating revenues (rental revenues plus tenant reimbursements)
increased $13,224,000 or 63.6% in 1995. Of this increase, $7,781,000 and
$5,612,000 related to acquisition and development Properties, respectively,
offset by a $169,000 decrease from core Properties. The increases from
acquisition and development Properties were due to the acquisition of 66
Properties (17 in August 1994 and 49 in 1995) totaling 3,351,000 square feet
and the stabilization of 14 development Properties (7 in 1994 and 7 in 1995)
totaling 1,821,000 square feet. Operating revenues from core Properties, which
totaled 3,690,000 square feet, decreased due to reduced average occupancies
during 1995 at the Company's core suburban office Properties, primarily caused
by the February 1995 lease termination of Matsushita Electric Corporation
(Panasonic) in the Company's 94,677 square foot

S-39
<PAGE>

suburban office Property (representing net lost property operating revenues of
$372,000). This decrease was offset by property operating revenue increases
due to rental rate growth for all other core Properties. The office Property
discussed above was re-leased during 1995 and was 92.8% occupied at
December 31, 1995. Average occupancy levels for industrial core Properties
were generally consistent year-to-year.

Property operating expenses increased $5,620,000 or 59.5% between years due
primarily to the growth in the portfolio resulting from the acquisition and
development Properties discussed above.

Interest expense decreased by $534,000 or 6.2% from $8,640,000 in 1994 to
$8,106,000 in 1995 primarily as a result of the refinancing and paydown of
debt in August 1994 in conjunction with the IPO, offset by borrowings incurred
in 1995 to fund certain of the Company's acquisition and development
activities. Interest expense of $8,106,000 in 1995 consisted of mortgage
interest of $6,670,000 and Credit Facility interest of $1,436,000.

Amortization of deferred financing costs increased by $117,000 or 20.4% from
$574,000 in 1994 to $691,000 in 1995 due primarily to the amortization of the
deferred financing costs associated with mortgage debt refinanced in August
1994 in conjunction with the IPO, and as a result of the amortization of fees
associated with the Credit Facility.

Company general and administrative expenses decreased by $138,000 or 6.9%
from $1,986,000 in 1994 to $1,848,000 in 1995 due primarily to the
deconsolidation of $987,000 of net general and administrative expenses between
years associated with the Subsidiaries, offset by approximately $616,000 of
increased expenses of being a public entity for all of 1995 compared to four
months in 1994, as well as increased personnel costs between years. General
and administrative expenses of the Company when combined with the general and
administrative expenses of the Subsidiaries increased by $825,000 or 32.5%
from $2,541,000 in 1994 to $3,366,000 in 1995 for the reasons discussed above.
As a percentage of the combined revenues of the Company and the Subsidiaries,
the combined general and administrative expenses of the Company and the
Subsidiaries decreased from 9.1% in 1994 to 8.0% in 1995.

Interest income increased by $110,000 or 49.1% from $224,000 in 1994 to
$334,000 in 1995. The increase was due mainly to interest income totaling
$213,000 earned under a short-term note arrangement in 1995 associated with
the Company's acquisition activity, offset by lower interest earnings from
short-term cash investments in 1995. Interest income in 1994 represents short-
term interest earned on the excess proceeds of the IPO.

Equity in earnings of unconsolidated entities increased from $692,000 for
the period from August 24, 1994 to December 31, 1994 to $1,220,000 for 1995.
The increase was due to a full year of the Subsidiaries' operating results in
1995 compared to only a partial year in 1994. Additionally, the operating
results of the Subsidiaries in 1995 were lower than annualized 1994 results
due to the Company's 1995 acquisition of 37 Properties previously fee-managed
by the Subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to generate increasing cash flows from operations.
Cash provided by operating activities increased 50.1% or $9,353,000 to
$28,031,000 in 1996. The increase results primarily from a full year of
operating income in 1996 from 49 Properties acquired and 7 development
Properties and one Property expansion stabilized in 1995, and from the partial
year operating income from 32 buildings acquired and 8 development Properties
and one Property expansion stabilized in 1996.

S-40
<PAGE>

In 1996, the Company's net cash used in investing activities totaled
$120,323,000, including amounts invested in Property acquisition, development,
construction and development loan activities. This compares to net cash used
in investing activities of $117,127,000 in 1995. The Company's aggregate
acquisition, development, construction and development loan activity,
including non-cash investing activities, totaled $281,039,000 and $158,230,000
in 1996 and 1995, respectively. This increased activity reflects the impact of
the 1996 NWI and Lichtin acquisitions. See "Recent Developments--
Acquisitions."

Financing for the Company's Property investment activities consisted
primarily of $45,042,000 of additional net borrowings and $68,532,000 from an
equity offering in 1996 compared to $35,833,000 of net borrowings and
$72,800,000 from an equity offering in 1995. The debt and equity components of
the Company's on-going financing strategy may differ based upon future market
conditions.

The Company's net cash flow from operations is currently sufficient to meet
the Company's current operational needs and to satisfy the Company's current
quarterly dividends. Company management believes that operating cash flows
will continue to be adequate to fund these requirements in 1997. The Company
operates as and intends to maintain its qualification as a REIT under the
Code. As a REIT, the Company will generally not be subject to corporate
federal income taxes as long as it satisfies certain technical requirements of
the Code, including the requirement to distribute 95% of its taxable income to
its shareholders.

In 1996, the Company increased its available borrowing capacity under its
line of credit arrangements from $100 million to $175 million and lowered its
borrowing costs from LIBOR plus 1.50% to LIBOR plus 1.35%, and replaced its
single-bank revolving line of credit with the $175 million syndicated,
unsecured Credit Facility. The Credit Facility may be used to, among other
things, meet the Company's operational obligations and annual REIT dividend
requirements. The Company may finance certain of its development, construction
and acquisition activities primarily through borrowings under the Credit
Facility. At March 31, 1997, the Company had available capacity under the
Credit Facility of approximately $51.2 million. The Credit Facility has an
initial term through December 31, 1999, and provides for annual extensions
through December 31, 2002.

On November 1, 1996, the Company closed the initial phase of the NWI
acquisition. Other than cash closing costs and acquisition expenses totaling
approximately $1.6 million, the transaction was consummated through the
issuance of Units and the assumption of mortgage indebtedness. As a result,
the initial closing transaction did not have a significant impact on the
Company's liquidity and capital resources. Additionally, on December 31, 1996,
the Company closed the initial phase of the Lichtin acquisition. The initial
closing of the Lichtin acquisition was consummated primarily through the
issuance of Units, the issuance of shares of Common Stock and the assumption
of indebtedness. The Company also utilized Credit Facility borrowings to
retire approximately $15.0 million of assumed debt, to provide $8.6 million of
cash at closing and to fund approximately $1.2 million of closing costs and
acquisition expenses. See "Recent Developments--Acquisitions--Acquisitions
Completed Since January 1, 1996."

As part of these acquisition transactions, the Company has agreed, subject
to updating its due diligence procedures, to the future acquisition of land,
Properties and Properties under development not acquired at the initial
closing dates. It is expected that these future acquisitions will be
consummated primarily through a combination of Units and the assumption of
indebtedness, some of which will be repaid through borrowings under the Credit
Facility. See "Prospectus Supplement Summary--Recent Developments--Financing
of Pending Development and Acquisition Activities" and "Recent Developments--
Acquisitions--Pending Acquisitions."

On November 13, 1996, the Company completed a public offering of 2,573,333
shares of Common Stock and received net proceeds of approximately $68.5
million. The net proceeds were applied to outstanding Credit Facility
borrowings. This equity offering fully utilized the Company's

S-41
<PAGE>

available capacity under its $150 million equity shelf registration originated
in 1995. In January 1997, the Company completed a $300 million equity shelf
registration, a portion of which will be utilized upon the successful
completion of the Offering.

The Company believes it currently has adequate liquidity and sources of
capital, including available borrowing capacity under its existing Credit
Facility and capacity under its equity shelf registration, to meet its current
operational requirements, to fund annual principal requirements under existing
mortgage notes payable and to fund its current development and acquisition
activity. It is management's expectation that the Company will continue to
have access to the additional capital resources necessary to further expand
and develop its business and to refinance mortgage notes payable as they begin
to mature in 1998. These resources include long-term mortgage debt and other
forms of debt and equity financing, in both public and private markets. Future
development and acquisition activities will be undertaken by the Company only
as suitable opportunities arise. Such activities are not expected to be
undertaken unless adequate sources of financing are available and a
satisfactory budget with targeted returns on investment has been internally
approved. The Company maintains staffing levels sufficient to meet its
existing construction and leasing activities. If market conditions warrant,
the Company may adjust staffing levels to avoid a negative impact on the
Company's results of operations.

Total consolidated debt amounted to $320.9 million at March 31, 1997,
including Credit Facility borrowings of $120.1 million and mortgage notes
payable of $200.8 million. Of the $200.8 million of mortgage indebtedness,
$195.0 million is fixed rate and $5.8 million is variable rate. The weighted
average interest rate on the Company's fixed rate mortgage debt was 7.99% and
on its variable rate mortgage debt was 3.87% at March 31, 1997. The weighted
average interest rate under the Credit Facility, exclusive of the impact of
the interest rate swaps discussed below, at March 31, 1997, was 6.98%. Based
on the outstanding balance of mortgage notes payable at March 31, 1997, the
weighted average interest rates on the mortgage notes with a final maturity in
each of the next five years were 7.92% in 1998, 7.31% in 1999, 8.55% in 2000
and 6.96% in 2001. None of the mortgage notes mature in 1997.

In July 1996, the Company entered into interest rate swap agreements to
effectively fix the Company's interest costs on $50.0 million of the Company's
Credit Facility borrowings. The weighted average interest rate under the fixed
swap arrangements is approximately 8.0%. If interest rates under the Credit
Facility, in excess of the $50.0 million discussed above, and under the
Company's variable rate mortgage debt fluctuated by 1.0%, interest costs to
the Company, based on outstanding borrowings at March 31, 1997, would increase
or decrease by approximately $800,000 on an annualized basis.

At March 31, 1997, the Company's mortgage debt on its consolidated
Properties of $200.8 million plus its pro rata share of mortgage debt on
unconsolidated Properties of $1.4 million totaled $202.2 million. Including
Credit Facility borrowings of $120.1 million for the Company and $3.7 million
for its unconsolidated Subsidiaries, the total indebtedness of the Company and
its unconsolidated Subsidiaries was $326.0 million, or 33% of total market
capitalization at March 31, 1997 (assuming the exchange of all Units for
shares of Common Stock). Based on the closing price of the Common Stock of
$34.375 on March 31, 1997, and assuming the exchange of all Units for shares
of Common Stock, there would be 19,155,453 shares of Common Stock outstanding
with a total market value of $658.5 million. As discussed above, following the
Offering, the Company expects to have a ratio of total indebtedness, including
its pro rata share of the indebtedness of its unconsolidated Subsidiaries, to
total market capitalization of approximately 25% (23% assuming that the
Underwriters' over-allotment option is exercised in full). After the
application of the net proceeds of the Offering and as adjusted to reflect the
proposed financing of the Company's Properties under agreement to acquire and
Properties under development, as discussed above, the Company would have a
ratio of total indebtedness, including its pro rata share of the indebtedness
of its unconsolidated Subsidiaries, to total market capitalization of
approximately 37% (36% assuming the Underwriters' over-allotment option is

S-42
<PAGE>

exercised in full). See "Prospectus Supplement Summary--Recent Developments--
Financing of Pending Development and Acquisition Activities."

SUPPLEMENTAL DISCLOSURE OF FUNDS FROM OPERATIONS

The Company believes that funds from operations provides an additional
indicator of the financial performance of the Company, and management expects
that funds from operations will be one of the factors considered by the Board
of Directors in determining the amount of cash dividends the Company will pay
to its shareholders. Funds from operations does not represent cash flow from
operating, investing and financing activities as defined by GAAP, which are
discussed under "Liquidity and Capital Resources" above. Additionally, funds
from operations does not measure whether cash flow is sufficient to fund all
cash flow needs, including principal amortization, capital expenditures and
dividends to shareholders, and should not be considered as an alternative to
net income for purposes of evaluating the Company's operating performance or
as an alternative to cash flow, as defined by GAAP, as a measure of liquidity.

Effective for the year ended December 31, 1996, the Company implemented the
new guidelines issued by NAREIT for calculating funds from operations. The
primary difference between the Company's funds from operations under the new
guidelines and prior years is that the Company now reduces reported funds from
operations for the amortization of deferred financing costs and recognizes
rental income for the purposes of computing funds from operations on a
"straight-line" basis. The amortization of deferred financing costs totaled
$864,000 and $691,000 for the years ended December 31, 1996 and 1995,
respectively. The "straight-line" rental adjustment increased rental revenues
by $475,000 for the year ended December 31, 1996 and decreased rental revenue
by $19,000 for the year ended December 31, 1995. All funds from operations
information detailed and discussed below relating to the year ended December
31, 1995 has been restated to reflect these differences.

Funds from operations presented herein under the NAREIT guidelines is not
necessarily comparable to funds from operations presented by other real estate
companies due to the fact that
not all real estate companies calculate funds from operations in the same
manner. However, the Company's funds from operations is comparable to the
funds from operations of real estate companies that use the current NAREIT
definition.

For the year ended December 31, 1996, funds from operations increased
$8,978,000 or 61.2% to $23,640,000 compared to funds from operations of
$14,662,000 for the year ended December 31, 1995. Funds from operations
calculated under the current NAREIT guidelines for the years ended December
31, 1996 and 1995 are detailed below:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DEC. 31, 1996 DEC. 31, 1995(1)
------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
Income before minority interests........... $15,809 $11,107
Depreciation and amortization.............. 13,474 8,177
Real estate depreciation at Subsidiaries... 40 23
------- -------
Funds from operations--
Units fully converted..................... 29,323 19,307
Ownership percentage(2).................... 80.62% 75.94%
------- -------
Funds from operations attributable to the
Company's shareholders.................... $23,640 $14,662
======= =======
Weighted average shares outstanding........ 11,512 8,171
======= =======
</TABLE>
- --------
(1) The calculation of funds from operations has been revised from the prior
year presentation as discussed above. Previously reported funds from
operations attributable to the Company's shareholders were $15,201,000 in
1995.
(2) Represents the Company's weighted average ownership of the Operating
Partnership for the year.

S-43
<PAGE>

SUPPLEMENTAL INFORMATION ON CAPITAL EXPENDITURES AND LEASING COSTS

The following table details the Company's capital expenditures for the years
ended December 31, 1996 and 1995:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DEC. 31, 1996 DEC. 31, 1995
------------- -------------
(IN THOUSANDS)
<S> <C> <C>
Building acquisitions(1)...................... $201,660 $110,141
Development and land acquisition activi-
ty(2)(3)..................................... 70,476 42,290
Non-revenue-producing building improvements... 543 331
Revenue-producing building improvements(4).... -- 3,520
Tenant improvement and leasing costs on
second-generation leases(5)(6)............... 2,995 2,597
Tenant improvement expenditures to be
reimbursed by tenants........................ -- 545
-------- --------
$275,674 $159,424
======== ========
</TABLE>
- --------
(1) Reflects aggregate acquisition costs including the assumption of mortgage
notes payable of $104,628,000, the issuance of $48,085,000 of Units, the
issuance of $7,124,000 of Common Stock and other acquisition-related
payables, net of receivables, of $906,000 in 1996, and aggregate
acquisition costs including the assumption of mortgage notes payable of
$39,511,000 and the application of notes receivable and deposits of
$3,540,000 in 1995.
(2) Includes first-generation leasing costs on development Properties totaling
$1,287,000 and $1,292,000 in 1996 and 1995, respectively.
(3) Reflects aggregate development and leasing costs, exclusive of the
decrease in construction payables of $743,000 in 1996 and the increase in
construction payables of $52,000 in 1995.
(4) In 1995, revenue-producing building improvements included $520,000 in
building improvements to convert a 94,677 square foot single-tenant
suburban office Property to a multi-tenant facility. By dividing the space
for lease to a number of tenants, rather than leasing the entire Property
to a single tenant, the Company believes it has achieved higher rents and
has substantially reduced its rollover risk and potential loss due to
vacancy. Also in 1995, the Company invested approximately $3.0 million in
building improvements to convert a 249,200 square foot bulk warehouse
Property to a manufacturing facility. The new tenant also invested a
similar amount in improvements to the Property. Management believes that
this combined investment has enhanced the value of the Property and that
the Company has achieved higher rent as a result of the renovation and
conversion of this Property.
(5) The 1995 amount includes $1,377,000 of tenant improvement and leasing
costs to re-tenant the Company's 94,677 square foot office Property
discussed in footnote (4) above which was vacated in February 1995 by
Matsushita Electric Corporation (Panasonic).
(6) Includes second-generation leasing costs totaling $1,331,000 and
$1,159,000 in 1996 and 1995, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1995, Statement of Financial Accounting Standards ("SFAS") 123,
"Accounting for Stock-Based Compensation" was issued prescribing new fair
value-based accounting for stock-based compensation. SFAS 123 required the
Company, in 1996, to elect to utilize the fair value method under SFAS 123 or
continue its current generally accepted accounting under the intrinsic value
method prescribed by Accounting Principles Board Opinion ("APB") No. 25. The
Company elected to continue to account for stock-based compensation under APB
No. 25 and implemented the additional disclosure requirements of SFAS 123,
including pro forma net income and earnings per share amounts, in its

S-44
<PAGE>

Consolidated Financial Statements for the year ended December 31, 1996,
incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus.

IMPACT OF INFLATION

In the last three years, inflation has not had a significant impact on the
Company because of the relatively low inflation rate. Substantially all tenant
leases do, however, contain provisions designed to protect the Company from
the impact of inflation. Most of the Company's leases require the tenants to
pay a share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing the Company's exposure to
increases in costs and operating expenses resulting from inflation. In
addition, many of the leases are for terms of less than seven years which may
enable the Company to replace existing leases with new leases at higher base
rentals if rents under the existing leases are below the then-existing market
rate. However, there can be no assurance that the Company would be able to
replace existing leases with new leases at higher base rentals.

S-45
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors of the Company currently consists of eleven persons,
with two presently unfilled vacancies. In March 1997, the Board nominated an
additional independent director to serve on the Board of Directors effective
June 1, 1997, subject to approval by the Company's shareholders at its Annual
Meeting of Shareholders to be held on May 21, 1997. The Board anticipates
filling the remaining vacancy with an additional independent director in 1997.
Certain information regarding the directors and executive officers of the
Company is set forth below, including their ages as of April 30, 1997:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
A. Ray Weeks, Jr. 44 Chairman of the Board and Chief Executive Officer
Thomas D. Senkbeil 47 Vice Chairman of the Board and Chief Investment
Officer
Forrest W. Robinson 45 Director; President and Chief Operating Officer
Harold S. Lichtin 48 Director; Managing Director in charge of the
Company's activities in North Carolina
John W. Nelley, Jr. 48 Director; Managing Director in charge of the
Company's activites in Nashville, Tennessee
Barrington H. Branch 56 Director; former President and Chief Executive
Officer, DIHC Management Corporation, currently
independent advisor and consultant
George D. Busbee 69 Director; Of counsel of King & Spalding; former
Governor of Georgia
William Cavanaugh III 58 Proposed Director; President and Chief Executive
Officer, Carolina Power & Light Company
Charles R. Eitel 47 Director; President and Chief Operating Officer,
Interface, Inc.
William O. McCoy 63 Director; Vice-President, Finance, The University
of North Carolina; former Vice Chairman of the
Board of BellSouth Corporation
Albert W. Buckley, Jr. 53 Managing Director, Nashville, Tennessee
Robert G. Cutlip 47 Senior Vice President, Development
Clyde H. Duckett 54 Senior Vice President, Construction
Mark W. Flowers 39 Senior Vice President, Landscape
Klay W. Simpson 41 Senior Vice President, Marketing
David P. Stockert 35 Senior Vice President and Chief Financial Officer
David L. Barker 41 Vice President, Property Management
Elizabeth C. Belden 42 Vice President, Corporate Counsel
Patricia P. Clayton 44 Vice President, Property Management
Philip W. Cobb 49 Vice President, Building Construction
Arthur J. Quirk 39 Vice President and Controller
Moses L. Salcido 37 Vice President, Orlando
Robert K. Sanders, Jr. 37 Vice President, Estimating
Mark L. Scott 37 Vice President, Interior Construction
Thomas W. Trocheck 42 Vice President, Development-Engineering
Robert T. Weeks 36 Vice President, Information Technology
Cynthia F. Wright 41 Vice President, Investor Relations
</TABLE>

S-46
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement and the
related Pricing Agreement, the Company has agreed to sell to each of the
Underwriters named below, and each of such Underwriters, for whom Goldman,
Sachs & Co., A.G. Edwards & Sons, Inc., Morgan Stanley & Co. Incorporated and
The Robinson-Humphrey Company, Inc. are acting as representatives, has
severally agreed to purchase from the Company, the respective number of shares
of Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
----------- ------------
<S> <C>
Goldman, Sachs & Co............................................... 600,000
A.G. Edwards & Sons, Inc.......................................... 600,000
Morgan Stanley & Co. Incorporated................................. 600,000
The Robinson-Humphrey Company, Inc................................ 600,000
Legg Mason Wood Walker Incorporated............................... 112,500
Montgomery Securities............................................. 175,000
Raymond James & Associates, Inc................................... 112,500
Robertson, Stephens & Company LLC................................. 175,000
Southwest Securities.............................................. 112,500
Sutro & Co. Incorporated.......................................... 112,500
---------
Total............................................................ 3,200,000
=========
</TABLE>

Under the terms and conditions of the Underwriting Agreement and the related
Pricing Agreement, the Underwriters are committed to take and pay for all of
the shares of Common Stock offered hereby, if any are taken.

The Underwriters propose to offer the shares of Common Stock in part
directly to the public at the public offering price set forth on the cover
page of this Prospectus Supplement, and in part to certain securities dealers
at such price less a concession of $.91 per share. The Underwriters may allow,
and such dealers may re-allow, a concession not in excess of $.10 per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time
to time be varied by the Underwriters.

In connection with the Offering, the Underwriters may purchase and sell
Common Stock in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover short positions created by
the Underwriters in connection with the Offering. Stabilizing transactions
consist of certain bids or purchases for the purpose of preventing or
retarding a decline in the market price of the Common Stock; and short
positions created by the Underwriters involve the sale by the Underwriters of
a greater number of shares of Common Stock than they are required to purchase
from the Company in the Offering. The Underwriters also may impose a penalty
bid, whereby selling concessions allowed to broker-dealers in respect of the
shares of Common Stock sold in the Offering may be reclaimed by the
Underwriters if such shares of Common Stock are repurchased by the
Underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Common Stock,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time.
These transactions may be effected on the New York Stock Exchange, in the
over-the-counter market or otherwise.

The Company has granted the Underwriters an option exercisable for 30 days
after the date of this Prospectus Supplement to purchase up to an aggregate of
480,000 additional shares of Common Stock to cover over-allotments, if any. If
the Underwriters exercise their over-allotment option, the

S-47
<PAGE>

Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
3,200,000 shares of Common Stock offered.

The Company has agreed that during the period beginning from the date of
this Prospectus Supplement and continuing to and including the date 90 days
after the date of the Prospectus Supplement, not to offer, sell, contract to
sell or otherwise dispose of any securities of the Company (other than
pursuant to employee stock option plans existing on, restricted stock awards
granted prior to, or upon the conversion of convertible or exchangeable
securities outstanding as of, the date of the Pricing Agreement) that are
substantially similar to the shares of Common Stock or which are convertible
or exchangeable into securities that are substantially similar to the shares
of Common Stock, without the prior written consent of the representatives,
except for the shares of Common Stock offered in connection with the Offering.

The Company and the Operating Partnership, jointly and severally, have
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933.

VALIDITY OF SECURITIES

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by King & Spalding, Atlanta, Georgia, and for the
Underwriters by Sullivan & Cromwell, New York, New York. Sullivan & Cromwell
will rely upon the opinion of King & Spalding as to matters of Georgia law.

EXPERTS

The consolidated and combined financial statements and related financial
statement schedule of the Company included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, incorporated by reference in
this Prospectus Supplement and the accompanying Prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and have been incorporated herein in reliance
upon the authority of such firm as experts in giving such reports.

S-48
<PAGE>

$300,000,000

[LOGO OF WEEKS WEEKS CORPORATION
CORPORATION
APPEARS HERE]

PREFERRED STOCK, COMMON STOCK AND
COMMON STOCK WARRANTS

---------------

Weeks Corporation (the "Company") may offer from time to time, together or
separately, in one or more series (i) shares of the Company's preferred stock,
par value $.01 per share ("Preferred Stock"), (ii) shares of the Company's
common stock, par value $.01 per share ("Common Stock") and (iii) warrants to
purchase shares of Common Stock ("Common Stock Warrants") (the Preferred
Stock, Common Stock and Common Stock Warrants are collectively referred to as
the "Securities"), at an aggregate initial offering price not to exceed U.S.
$300,000,000, in amounts, at prices and on terms to be determined at the time
of sale.

The specific terms of any Securities offered pursuant to this Prospectus
will be set forth in an accompanying supplement to this Prospectus (a
"Prospectus Supplement"), together with the terms of the offering of such
Securities and the initial price and the net proceeds to the Company from the
sale thereof. The Prospectus Supplement will include, with regard to the
particular Securities, where applicable, the following information: (i) in the
case of Preferred Stock, the designation, number of shares, liquidation
preference per share, initial offering price, dividend rate (or method of
calculation thereof), dates on which dividends shall be payable and dates from
which dividends shall accrue, any redemption or sinking fund provision, any
conversion rights, any voting or other rights, and the terms of the offering
and sale thereof; (ii) in the case of Common Stock, the number of shares and
the terms of the offering and sale thereof; (iii) in the case of Common Stock
Warrants, the designation and aggregate number thereof, the number of shares
of Common Stock purchasable upon exercise, the exercise price, the terms of
the offering and sale thereof, and where applicable, the duration and
detachability thereof; and (iv) in the case of all Securities, whether such
Securities will be offered separately or as a unit with other Securities. The
Company's Common Stock is subject to certain restrictions on ownership
designed to preserve the Company's status as a real estate investment trust
for federal income tax purposes. See "Description of Capital Stock."

The Company's Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "WKS." Any Common Stock offered pursuant to a
Prospectus Supplement will be listed on such exchange, subject to official
notice of issuance.

The Company may sell the Securities in or outside the United States through
underwriters or dealers, directly to one or more purchasers, or through
agents. If any agents, underwriters or dealers are involved in the sale of the
Securities, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in the applicable
Prospectus Supplement. See "Plan of Distribution."

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

---------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

---------------

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.

---------------

THE DATE OF THIS PROSPECTUS IS JANUARY 9, 1997.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Exchange Act. Such reports, proxy statements and other information filed by
the Company may be examined without charge at, or copies obtained upon payment
of prescribed fees from, the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and are also
available for inspection and copying at the regional offices of the Commission
located at Seven World Trade Center, New York, New York 10048 and at 500 West
Madison Street, Chicago, Illinois 60661. 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 Web site is: http://www.sec.gov. The Common Stock
of the Company is listed on the NYSE, and such material can also be inspected
and copied at the offices of the NYSE, 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities offered hereby (together with all amendments and
exhibits and schedules thereto, the "Registration Statement"). As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement. For further
information concerning the Company and the securities offered hereby,
reference is made to the Registration Statement, which may be examined without
charge at, or copies obtained upon payment of prescribed fees from, the
Commission and its regional offices at the locations listed above. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company (File No. 001-13254) with the
Commission are incorporated herein by reference:

(i) Annual Report on Form 10-K for the year ended December 31, 1995;

(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

(iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996;

(iv) Quarterly Report on Form 10-Q for the quarter ended September 30,
1996;

(v) Current Report on Form 8-K dated August 9, 1996 and filed on August 22,
1996, as amended by Form 8-K/A dated August 9, 1996 and filed on
October 18, 1996;

(vi) Current Report on Form 8-K dated November 1, 1996 and filed on
November 6, 1996, as amended by Form 8-K/A dated November 1, 1996 and
filed on November 8, 1996;

(vii) Current Report on Form 8-K dated November 5, 1996 and filed on
November 6, 1996;

(viii) Current Report on Form 8-K, dated November 7, 1996 and filed on
November 12, 1996, as amended by Form 8-K/A dated November 7, 1996
and filed on November 13, 1996; and

(ix) Registration Statement on Form 8-A dated August 12, 1994, registering
the Company's Common Stock under Section 12(b) of the Exchange Act.

<PAGE>

All documents and reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of the filing of such reports and documents (provided, however, that
the information referred to in Item 402(a)(8) of Regulation S-K of the
Commission shall not be deemed specifically incorporated by reference herein).
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus or any Prospectus
Supplement is delivered, on written or oral request of such person, a copy of
any or all documents which are incorporated herein by reference (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in the document which this Prospectus incorporates).
Requests should be directed to: Vice President-Investor Relations, Weeks
Corporation, 4497 Park Drive, Norcross, Georgia 30093, telephone number (770)
923-4076.

3
<PAGE>

THE COMPANY

The Company is a self-administered, self-managed, geographically focused
real estate investment trust ("REIT") that was organized in 1994 to continue
and expand the fully integrated real estate business previously conducted by
Weeks Corporation and its affiliates. The Company, together with its
affiliates and predecessors, has developed, owned, managed, constructed and
acquired primarily institutional-quality industrial properties in Metropolitan
Atlanta and certain other Southeastern markets since 1965. The Company is one
of the largest industrial real estate companies in the Southeast based on
square footage owned and managed.

The Company's portfolio is comprised of 204 Properties totaling
approximately 15.6 million square feet (the "Properties"), including 30
Properties (totaling approximately 3.8 million square feet) under development
and/or under agreement to acquire. In addition, the Company has entered into a
letter of intent to acquire 25 completed Properties and 4 Properties under
development totaling approximately 2.1 million square feet. The Company
currently manages, or expects to manage upon completion or acquisition, all
but six of the Properties. Industrial Properties represent approximately 92%
of the square footage of all of the Properties, and suburban office Properties
represent approximately 8%. As used herein, the term "Properties" includes the
completed properties currently in the Company's portfolio, as well as
properties under development and/or under agreement to acquire and the
completed properties and properties under development that the Company has
agreed to acquire pursuant to a letter of intent.

The Company conducts all of its business through Weeks Realty, L.P. (the
"Operating Partnership") and its subsidiaries. As of November 30, 1996, the
Company owned approximately 78.2% of the outstanding interests in the
Operating Partnership, and the remaining 21.8% partnership interests in the
Operating Partnership were owned by various individuals and entities
(including certain officers and directors of the Company) (collectively, the
"Limited Partners") that previously owned the properties, land and other
assets contributed to the Operating Partnership and its subsidiaries in
connection with the Company's initial public offering in August 1994 (the
"IPO"). Of the approximate 78.2% interest in the Operating Partnership held by
the Company, the Company currently owns the sole .9% general partnership
interest in the Operating Partnership through Weeks GP Holdings, Inc., a
wholly owned Georgia corporation ("Weeks GP"), and a 77.3% limited partnership
interest in the Operating Partnership through Weeks LP Holdings, Inc., a
wholly owned Georgia corporation ("Weeks LP"). Both Weeks GP and Weeks LP are
qualified REIT subsidiaries within the meaning of Section 856(i)(2) of the
Internal Revenue Code of 1986, as amended (the "Code"), and their existence
will be disregarded for federal income tax purposes.

Weeks Realty Services, Inc. ("Weeks Realty Services") and Weeks Construction
Services, Inc. ("Weeks Construction Services") were organized as subsidiaries
of the Operating Partnership to provide real estate related services to third
parties. Weeks Realty Services generally provides property management, leasing
and landscaping services, and Weeks Construction Services generally provides
general contracting services, to third parties.

The Operating Partnership owns 1% of the voting common stock and 100% of the
nonvoting common stock of each of Weeks Realty Services and Weeks Construction
Services. The voting and nonvoting common stock of Weeks Realty Services and
Weeks Construction Services held by the Operating Partnership represents
approximately 99% of the economic interests in these corporations. Ninety-nine
percent of the voting common stock of Weeks Realty Services and Weeks
Construction Services is held by executive officers of the Company.

Weeks Development Partnership ("Weeks Development") is a Georgia general
partnership owned 40% by Weeks Realty Services and 60% by Weeks Construction
Services. Weeks Development holds certain development land that is or may be
used for build-to-suit for sale projects, and interests in

4
<PAGE>

certain joint ventures that own interests in certain development land. The
Operating Partnership may purchase sites for development from Weeks
Development.

The Operating Partnership owns five of its industrial Properties in Atlanta,
Georgia through its 99% ownership of Weeks Financing Limited Partnership (the
"Financing Partnership"). The Financing Partnership Properties are encumbered
by mortgage indebtedness assumed in connection with the IPO. The remaining 1%
ownership interest in the Financing Partnership is held by Weeks Realty
Services.

In order to maintain its qualification as a REIT for Federal income tax
purposes, the Company is required to distribute at least 95% of its taxable
income each year. Dividends on any Preferred Stock offered pursuant to a
Prospectus Supplement would be included as distributions for this purpose.

The Common Stock is listed on the NYSE under the symbol "WKS." The Company
was incorporated in Georgia in 1983. The Company's principal executive offices
are located at 4497 Park Drive, Norcross, Georgia 30093, and its telephone
number is (770) 923-4076.

USE OF PROCEEDS

Unless otherwise indicated in the applicable Prospectus Supplement, the
Company intends to contribute the proceeds from the sale of the Securities to
the Operating Partnership, of which the Company's wholly owned subsidiary,
Weeks GP, is the sole general partner, in exchange for additional units
representing general and/or limited partnership interests in the Operating
Partnership. The Operating Partnership will use the proceeds for general
corporate purposes including, without limitation, the acquisition and
development of industrial and office properties and the repayment of
outstanding indebtedness.

CONSOLIDATED RATIO OF
EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the nine months ended September 30, 1996, and for each of
the last five fiscal years. With respect to periods prior to August 24, 1994,
the Company's consolidated ratios of earnings to fixed charges reflect the
operating results from the businesses previously conducted by Weeks
Corporation and its affiliates and predecessors. There was no preferred stock
outstanding for any of the periods shown below. Accordingly, the ratio of
earnings to fixed charges and preferred stock dividends is identical to the
ratio of earnings to fixed charges.

<TABLE>
<CAPTION>
YEAR ENDED DEC. 31, JAN 1, 1994 AUG. 24, 1994 YEAR ENDED NINE MONTHS
--------------------- TO TO DEC. 31, ENDED
1991 1992 1993 AUG. 24, 1994 DEC. 31, 1994 1995 SEPT. 30, 1996
------ ------- ----- ------------- ------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges:(1)....... .90x(2) .86x(2) 1.09x 1.06x 2.69x 1.99x 1.94x
</TABLE>
- --------
(1) For purposes of computing these ratios, earnings have been calculated by
adding fixed charges (excluding capitalized interest) to income (loss)
before minority interest and extraordinary items. Fixed charges consist of
interest costs, whether expensed or capitalized, and amortization of debt
discounts and issue costs, whether expensed or capitalized.
(2) Earnings were inadequate to cover fixed charges by $1,078,000 in 1991 and
$1,551,000 in 1992. These deficiencies occurred in years prior to the
Company's business combination in August, 1994.

5
<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL

Under the Company's Amended and Restated Articles of Incorporation (the
"Articles"), the authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.01 per share, and 20,000,000
shares of Preferred Stock, par value $.01 per share.

COMMON STOCK

The following description of the Common Stock sets forth certain general
terms and provisions of the Common Stock to which any Prospectus Supplement
may relate, including a Prospectus Supplement providing that Common Stock will
be issuable upon conversion of Preferred Stock or upon the exercise of Common
Stock Warrants issued by the Company. This description is in all respects
subject to and qualified in its entirety by reference to the applicable
provisions of the Articles and the Company's Bylaws.

The holders of Common Stock are entitled to one vote per share on all
matters voted on by shareholders, including elections of directors. The
Articles do not provide for cumulative voting in the election of directors.

The shares of Common Stock offered hereby will, when issued, be fully paid
and nonassessable and will not be subject to preemptive or similar rights.
Subject to such preferential rights as may be granted by the Board of
Directors in connection with the future issuance of Preferred Stock, the
holders of Common Stock are entitled to such distributions as may be declared
from time to time by the Board of Directors from assets available for
distribution to such holders.

In the event of a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive ratably the assets remaining
after satisfaction of all liabilities and payment of liquidation preferences
and accrued dividends, if any, on Preferred Stock. The rights of holders of
Common Stock are subject to the rights and preferences established by the
Board of Directors for any class or series of Preferred Stock that may
subsequently be issued by the Company.

The Common Stock is listed on the NYSE under the symbol "WKS." Wachovia Bank
of North Carolina, N.A. is the Company's transfer agent and registrar.

PREFERRED STOCK

Subject to limitations prescribed by Georgia law and the Articles, the Board
of Directors is authorized to designate and issue, from the authorized but
unissued capital stock of the Company, one or more classes or series of
Preferred Stock without shareholder approval. The Board of Directors may affix
and determine the preferences, limitations and relative rights of each class
or series of Preferred Stock so issued. Because the Board of Directors has the
power to establish the preferences, limitations and relative rights of each
class or series of Preferred Stock, it may afford the holders in any class or
series of Preferred Stock preferences and relative rights, voting or
otherwise, senior to the rights of holders of Common Stock. The issuance of
Preferred Stock could have the effect of delaying, deferring or preventing a
change in control of the Company.

Preferred Stock offered hereby will, when issued, be fully paid and
nonassessable and will not be subject to preemptive or similar rights. The
specific terms of a particular class or series of Preferred Stock will be
described in the Prospectus Supplement relating to that class or series. The
description of Preferred Stock set forth below and the description of the
terms of a particular class or series of Preferred Stock set forth in a
Prospectus Supplement do not purport to be complete and are qualified in their
entirety by reference to the articles of amendment relating to such class or
series.

<PAGE>

The preferences, limitations and relative rights of each class or series of
Preferred Stock will be fixed by the articles of amendment relating to such
class or series. The applicable Prospectus Supplement will describe the terms
of the Preferred Stock in respect of which this Prospectus is being delivered,
including, where applicable, the following:

(1) The designation of such Preferred Stock;

(2) The number of shares of such Preferred Stock offered, the liquidation
preferences per share and the initial offering price of such Preferred
Stock;

(3) The dividend rate(s), period(s), and/or payment date(s) or method(s) of
calculation thereof applicable to such Preferred Stock;

(4) Whether dividends on such Preferred Stock are cumulative or not and, if
cumulative, the date from which dividends on such Preferred Stock shall
accumulate;

(5) The procedures for any auction and remarketing, if any, for such
Preferred Stock;

(6) The provision for a sinking fund, if any, for such Preferred Stock;

(7) The provision for redemption, if applicable, of such Preferred Stock;

(8) Any listing of such Preferred Stock on any securities exchange;

(9) The terms and conditions, if applicable, upon which such Preferred
Stock will be convertible into Common Stock or other securities of the
Company, including the conversion price (or manner of calculation
thereof);

(10) A discussion of the material Federal income tax considerations
applicable to such Preferred Stock;

(11) Any limitations on direct or beneficial ownership and restrictions on
transfer, in each case as may be appropriate to preserve the status of
the Company as a REIT;

(12) The relative ranking and preferences of such Preferred Stock as to
dividend rights and rights upon liquidation, dissolution or winding up
of the Company;

(13) Any limitations on issuance of any class or series of preferred stock
ranking senior to or on a parity with such class or series of
Preferred Stock as to dividend rights and rights upon liquidation,
dissolution or winding up of the affairs of the Company;

(14) Any voting rights of such Preferred Stock; and

(15) Any other specific terms, preferences, limitations or relative rights
of such Preferred Stock.

Unless otherwise specified in the Prospectus Supplement, the Preferred Stock
will, with respect to dividend rights and rights upon liquidation, dissolution
or winding up of the Company, rank (i) senior to Common Stock and to all other
equity securities ranking junior to such Preferred Stock with respect to
dividend rights or rights upon liquidation, dissolution or winding up of the
Company; (ii) on a parity with all equity securities issued by the Company the
terms of which specifically provide that such equity securities rank on a
parity with the Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company; and (iii) junior to all
equity securities issued by the Company the terms of which specifically
provide that such equity securities rank senior to the Preferred Stock with
respect to dividend rights or rights upon liquidation, dissolution or winding
up of the Company.

The terms and conditions, if any, upon which shares of any class or series
of Preferred Stock are convertible into Common Stock or other securities of
the Company will be set forth in the applicable Prospectus Supplement relating
thereto. Such terms will include the number of shares of Common Stock or other
securities of the Company into which the Preferred Stock is convertible, the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of
the Preferred Stock or the Company, the events requiring an adjustment of the
conversion price and provisions affecting conversion in the event of the
redemption of such Preferred Stock.

7
<PAGE>

RESTRICTIONS ON TRANSFER

The Articles contain certain restrictions on the number of shares of capital
stock that individual shareholders may own. For the Company to qualify as a
REIT under the Code, no more than 50% in value of its outstanding shares of
capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) during the
last half of a taxable year (other than the first taxable year) or during a
proportionate part of a shorter taxable year. The capital stock must also be
beneficially owned by 100 or more persons during at least 335 days of a
taxable year (other than the first taxable year) or during a proportionate
part of a shorter taxable year. To enable the Company to continue to qualify
as a REIT, the Articles contain restrictions on the acquisition of capital
stock intended to ensure compliance with these requirements (collectively, the
"Ownership Limit").

The Ownership Limit provides that, subject to certain exceptions specified
in the Articles, no person (excluding the Weeks Family and the Weeks Siblings,
as defined below) may own, actually and constructively under the applicable
attribution provisions of the Code, more than 7.5% of the outstanding shares
of any class of capital stock of the Company. The Ownership Limit also
provides that the sisters and brother of A. Ray Weeks, Jr., Chairman and Chief
Executive Officer of the Company (the "Weeks Family"), as well as all
individuals (other than A. Ray Weeks, Jr.) from whom shares of capital stock
would be attributed to such persons under the applicable attribution
provisions of the Code, may not actually and constructively own, in the
aggregate, more than 10% of the outstanding shares of any class of capital
stock of the Company. The Ownership Limit further provides that A. Ray Weeks,
Jr. and the Weeks Family (collectively, the "Weeks Siblings"), as well as all
individuals from whom shares of capital stock would be attributed to such
persons under the applicable attribution provisions of the Code, may not
actually and constructively own, in the aggregate, more than 19% of the
outstanding shares of any class of capital stock of the Company.

The Board of Directors may (but in no event will be required to) waive the
Ownership Limit with respect to a holder if it determines that such holder's
ownership will not then or in the future jeopardize the Company's status as a
REIT. The Board of Directors has granted waivers with respect to the Ownership
Limit after making such a determination. As a condition to the grant of any
such waiver, the Board of Directors may require opinions of counsel
satisfactory to it and/or an undertaking or other information from the
applicant with respect to preserving the REIT status of the Company.

If any purported transfer of capital stock of the Company or any other event
would otherwise result in any person or entity holding shares of capital stock
of the Company in excess of the applicable Ownership Limit, then any such
purported transfer will be null and void as to that number of shares in excess
of such Ownership Limit and the purported transferee (the "Prohibited
Transferee") shall acquire no right or interest (or, in the case of any event
other than a purported transfer, the person or entity holding record title to
any such shares in excess of the Ownership Limit (the "Prohibited Owner")
shall cease to own any right or interest) in such excess shares. In addition,
if any purported transfer of capital stock or any other event would result in
the Company's failing to qualify as a REIT under the Code (other than as a
result of a violation of the requirement that a REIT have at least 100
shareholders), then any such purported transfer will be null and void as to
that number of shares in excess of the number that could have been transferred
without such result, and the Prohibited Transferee shall acquire no right or
interest (or, in the case of any event other than a transfer, the Prohibited
Owner shall cease to own any right or interest) in such excess shares.

Any such excess shares described above will be transferred automatically, by
operation of law, to a trust, the beneficiary of which will be a qualified
charitable organization selected by the Company (the "Beneficiary"). The
trustee of the trust will be empowered to sell such excess shares to a
qualified person or entity and distribute to a Prohibited Transferee an amount
equal to the lesser of the price paid by the Prohibited Transferee for such
excess shares or the sales proceeds received by the trust

8
<PAGE>

for such excess shares. In the case of any excess shares resulting from any
event other than a transfer, or from a transfer for no consideration, the
trustee will be empowered to sell such excess shares to a qualified person or
entity and distribute to the Prohibited Owner an amount equal to the lesser of
the fair market value of such excess shares on the date of such event or the
sales proceeds received by the trust for such excess shares. Prior to a sale
of any such excess shares by the trust, the trustee will be entitled to
receive, in trust for the benefit of the Beneficiary, all dividends and other
distributions paid by the Company with respect to such excess shares, and also
will be entitled to exercise all voting rights with respect to such excess
shares. Any sales proceeds received by the trust in excess of the amount that
must be distributed to a Prohibited Transferee or Prohibited Owner, as the
case may be, will be distributed to the Beneficiary.

Any purported transfer of capital stock of the Company that would otherwise
cause the Company to be beneficially owned by fewer than 100 persons will be
null and void in its entirety, and the intended transferee will acquire no
rights in such stock.

All certificates representing shares of capital stock will bear a legend
referring to the restrictions described above.

Every owner of more than 1% (or such lower percentage as may be required by
the Code or regulations promulgated thereunder) of the outstanding shares of
capital stock of the Company must file a written notice with the Company
containing the information specified in the Articles within 30 days after
December 31 and June 30 of each year. In addition, each shareholder shall upon
demand be required to disclose to the Company in writing such information as
the Company may request in order to determine the effect, if any, of such
shareholder's actual and constructive ownership on the Company's status as a
REIT and to ensure compliance with the Ownership Limit.

The Ownership Limit may have the effect of precluding an acquisition of
control of the Company without the approval of the Board of Directors.

LIMITATION OF DIRECTORS' LIABILITY

The Articles eliminate, subject to certain exceptions, the personal
liability of a director to the Company or its shareholders for monetary
damages for breaches of such director's duty of care or other duties as a
director. The Articles do not provide for the elimination of, or any
limitation on, the personal liability of a director for (i) any appropriation,
in violation of the director's duties, of any business opportunity of the
Company, (ii) acts or omissions which involve intentional misconduct or a
knowing violation of law, (iii) approving or assenting to unlawful corporate
distributions or (iv) any transaction from which the director received an
improper personal benefit. The Articles further provide that if the Georgia
Business Corporation Code (the "GBCC") is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Company shall be eliminated or limited
to the fullest extent permitted by the GBCC, as amended. These provisions of
the Articles will limit the remedies available to a shareholder in the event
of breaches of any director's duties to such shareholder or the Company.

Under the Company's Bylaws, the Company is required to indemnify to the
fullest extent permitted by the GBCC any individual made a party to a
proceeding (as defined in the GBCC) because he is or was a director or officer
of the Company, against liability (as defined in the GBCC) incurred in such
proceeding, if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the Company and, in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
The Company is required to pay for or reimburse the reasonable expenses
incurred by a director or officer who is party to a proceeding in advance of
final disposition thereof if (i) such director or officer furnishes the
Company a written affirmation of his good faith belief that he has met the
standard of conduct set forth above, and (ii) such director or officer
furnishes the

9
<PAGE>

Company a written undertaking, executed personally or in his behalf, to repay
any advances if it is ultimately determined that he is not entitled to
indemnification. The Company may not indemnify a director (i) in connection
with a proceeding by or in the right of the Company, except for reasonable
expenses incurred in connection with the proceeding if it is determined that
the director has met the standard of conduct set forth above, or (ii) in
connection with any other proceeding in which he was adjudged liable on the
basis that personal benefit was improperly received by him, whether or not
involving action in his official capacity.

INDEMNIFICATION AGREEMENTS

The Company has entered into indemnification agreements with each of the
Company's directors. The indemnification agreements require, among other
things, that the Company indemnify its directors to the fullest extent
permitted by applicable law as enacted or amended, and advance to directors
all reasonable expenses incurred in a proceeding in which the director was
made a party because he is or was a director of the Company, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted. The Company also must indemnify and advance all reasonable expenses
incurred by directors seeking to enforce their rights under the
indemnification agreements, and cover directors under the Company's directors'
and officers' liability insurance. Although the indemnification agreements
offer substantially the same scope of coverage afforded by provisions in the
Company's Bylaws, they provide greater assurance to directors that
indemnification will be available, because, as contracts, they cannot be
modified unilaterally in the future by the Board of Directors or by the
shareholders to eliminate the rights provided thereunder.

GEORGIA ANTI-TAKEOVER STATUTES

The GBCC restricts certain business combinations with "interested
shareholders" (as defined below) (the "Business Combination Statute"), and
contains fair price requirements applicable to certain mergers with certain
interested shareholders (the "Fair Price Statute"). In accordance with the
provisions of these statutes, the Company must elect in its Articles or Bylaws
to be covered by the restrictions imposed by these statutes. The Company has
not elected to be covered by such restrictions; however, the Company, by
action of its Board of Directors without shareholder approval, may in the
future amend its Bylaws to make such an election. If such an election is made,
the applicable Bylaw provision may only be repealed by the affirmative vote of
at least two-thirds of the continuing directors and a majority of the votes
entitled to be cast by the holders of voting shares of the Company.
Furthermore, shareholders may amend or repeal the Company's Bylaws or adopt
new Bylaws (even though the Bylaws may also be amended or repealed by the
Board of Directors) and may also expressly provide that any Bylaw so amended
or repealed by them may not be amended or repealed by the Board of Directors.

The Business Combination Statute regulates business combinations such as
mergers, consolidations, share exchanges and asset purchases where the
acquired business has at least 100 shareholders residing in Georgia and has
its principal office in Georgia, as the Company does, and where the acquiror
became an interested shareholder of the corporation, unless either (i) the
transaction resulting in such acquiror becoming an interested shareholder or
the business combination received the approval of the corporation's board of
directors prior to the date on which the acquiror became an interested
shareholder, or (ii) the acquiror became the owner of at least 90% of the
outstanding voting shares of the corporation (excluding shares held by
directors, officers and affiliates of the corporation and shares held by
certain other persons) in the same transaction in which the acquiror became an
interested shareholder. For purposes of the Business Combination Statute and
the Fair Price Statute, an "interested shareholder" generally is any person
who directly or indirectly, alone or in concert with others, beneficially owns
or controls 10% or more of the voting power of the outstanding voting shares
of the corporation. The Business Combination Statute prohibits business
combinations with an unapproved interested shareholder for a period of five
years after the date on which such person became an interested shareholder.
The Business Combination Statute is broad in its scope and is designed to
inhibit unfriendly acquisitions.

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The Fair Price Statute prohibits certain business combinations between a
Georgia business corporation and an interested shareholder. The Fair Price
Statute would permit the business combination to be effected if (i) certain
"fair price" criteria are satisfied, (ii) the business combination is
unanimously approved by the continuing directors, (iii) the business
combination is recommended by at least two-thirds of the continuing directors
and approved by a majority of the votes entitled to be cast by holders of
voting shares, other than voting shares beneficially owned by the interested
shareholder, or (iv) the interested shareholder has been an interested
shareholder for at least three years and has not increased his ownership
position in such three-year period by more than one percent in any twelve
month period. The Fair Price Statute is designed to inhibit unfriendly
acquisitions that do not satisfy the specified "fair price" requirements.

Pursuant to the GBCC, the Company cannot, subject to certain exceptions,
merge with or sell all or substantially all of the assets of the Company,
except pursuant to a resolution approved by shareholders holding a majority of
the shares entitled to vote on the resolution. In addition, the agreement of
limited partnership of the Operating Partnership (the "Partnership Agreement")
requires that any merger of the Operating Partnership into another entity if
the Operating Partnership is not the surviving entity or any sale of all or
substantially all of the assets of the Operating Partnership to the Company or
an affiliate of the Company be approved by a majority in interest of the
limited partners (excluding any limited partner interests in the Operating
Partnership owned by the Company and its subsidiaries).

CERTAIN OTHER PROVISIONS OF THE COMPANY'S ARTICLES AND BYLAWS

Certain provisions of the Company's Articles and Bylaws might discourage
certain types of transactions that involve an actual or threatened change in
control of the Company. The Ownership Limit may delay or impede a transaction
or a change in control of the Company that might involve a premium price for
the Company's capital stock or otherwise be in the best interest of the
shareholders. See "--Restrictions on Transfer." Pursuant to the Articles, the
Company's Board of Directors is divided into three classes of directors, each
class serving staggered three-year terms. The staggered terms of directors may
reduce the possibility of a tender offer or an attempt to change control of
the Company. Under the GBCC, unless otherwise set forth in the articles of
incorporation or in a bylaw adopted by the shareholders, directors serving on
a classified board may only be removed by the shareholders for cause. In
addition, the Bylaws of the Company provide that, subject to the right of the
holders of any Preferred Stock then outstanding to elect additional directors
under specified circumstances, directors may be removed only for cause upon
the affirmative vote of holders of a majority of the shares present and
voting. These provisions may render more difficult a change in control of the
Company or removal of incumbent management. The issuance of Preferred Stock by
the Board of Directors also may have the effect of delaying, deferring or
preventing a change in control of the Company. See "--Preferred Stock."

<PAGE>

DESCRIPTION OF COMMON STOCK WARRANTS

The Company may issue Common Stock Warrants, which may be issued
independently or together with any other Securities and may be attached to or
separate from any such Securities. Each series of Common Stock Warrants will
be issued under a separate warrant agreement (a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the
applicable Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will
act solely as an agent of the Company in connection with the Common Stock
Warrants of such series and will not assume any obligation or relationship of
agency or trust for or with any holders or beneficial owners of Common Stock
Warrants. The following summary of certain provisions of the Common Stock
Warrants does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the applicable Prospectus Supplement and the
provisions of the Warrant Agreement that will be filed with the Commission in
connection with the offering of such Common Stock Warrants.

The applicable Prospectus Supplement will describe the terms of the Common
Stock Warrants in respect of which this Prospectus is being delivered,
including, where applicable, the following:

(1) The designation of such Common Stock Warrants;

(2) The aggregate number of such Common Stock Warrants;

(3) The price or prices at which such Common Stock Warrants will be issued;

(4) The number of shares of Common Stock purchasable upon exercise of a
Common Stock Warrant and the price at which such shares may be
purchased upon exercise (which price may be payable in cash, securities
or other property);

(5) If applicable, the designation and terms of the Securities with which
such Common Stock Warrants are issued and the number of such Common
Stock Warrants issued with each such Security;

(6) The date, if any, from and after which such Common Stock Warrants and
any Securities issued therewith will be separately transferable;

(7) The date on which the right to exercise such Common Stock Warrants
shall commence and the date on which such right shall expire;

(8) The minimum or maximum amount of such Common Stock Warrants which may
be exercised at any one time;

(9) The antidilution provisions of such Common Stock Warrants, if any;

(10) A discussion of the material Federal income tax considerations
applicable to such Common Stock Warrants; and

(11) Any other specific terms of such Common Stock Warrants, including
terms, procedures and limitations relating to the exercise of such
Common Stock Warrants.

Reference is made to the section captioned "Description of Capital Stock"
for a general description of the Common Stock to be acquired upon the exercise
of the Common Stock Warrants, including a description of certain restrictions
on the ownership of Common Stock.

FEDERAL INCOME TAX CONSIDERATIONS

INTRODUCTORY NOTES

The following discussion summarizes the United States federal income tax
considerations material to a prospective holder of Common Stock. The Company
has received a legal opinion from King & Spalding, which has acted as tax
counsel to the Company, to the effect that the following discussion fairly
summarizes the United States federal income tax considerations that are
material to a holder of Common Stock.

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This discussion is based on current law. It is not exhaustive of all
possible tax considerations and does not give a detailed discussion of any
state, local or foreign tax considerations. Nor does it discuss all of the
aspects of federal income taxation that may be relevant to a prospective
shareholder in light of his or her particular circumstances or to certain
types of shareholders (including insurance companies, tax-exempt entities,
financial institutions or broker-dealers, foreign corporations, and persons
who are not citizens or residents of the United States) who are subject to
special treatment under the federal income tax laws. As used in this section,
the term "Company" refers solely to Weeks Corporation and the term
"Subsidiaries" refers to Weeks Realty Services and Weeks Construction
Services.

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT WITH HIS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE PURCHASE,
OWNERSHIP, AND SALE OF SECURITIES, INCLUDING THE FEDERAL, STATE, LOCAL,
FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE, AND
ELECTION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

General. The Company has made an election to be taxed as a REIT under
Sections 856 and 860 of the Code commencing with its taxable year that ended
on December 31, 1994. The Company has received a legal opinion from King &
Spalding to the effect that the Company was organized and has operated in
conformity with the requirements for qualification and taxation as a REIT for
its taxable years ended December 31, 1994 and 1995, and that its current
organization and method of operation should enable it to continue to qualify
as a REIT. Investors should be aware, however, that opinions of counsel are
not binding upon the Internal Revenue Service ("IRS") or any court. Further,
King & Spalding's opinion is based on various assumptions and is conditioned
upon certain representations made by the Company as to certain relevant
factual matters relating to the organization and the past, current and
expected future manner of operation of the Company, the Operating Partnership
and the Financing Partnership. Moreover, the Company's continued qualification
and taxation as a REIT depends upon the Company's ability to meet on a
continuing basis, through actual annual operating results, distribution levels
and diversity of stock ownership, the various qualification tests imposed by
the Code and discussed below. King & Spalding will not review compliance with
these tests on a continuing basis. No assurance can be given that the Company
will satisfy such tests on a continuing basis. See "Failure to Qualify" below.

The following is a general summary of the Code provisions that govern the
U.S. federal income tax treatment of a REIT and its shareholders. These
provisions of the Code are highly technical and complex. This summary is
qualified in its entirety by the applicable Code provisions, the regulations
promulgated thereunder ("Treasury Regulations"), and administrative and
judicial interpretations thereof.

As a REIT, the Company generally is not subject to U.S. federal corporate
income tax on net income that it currently distributes to shareholders. This
treatment substantially eliminates the "double taxation" (at the corporate and
shareholder levels) that generally results from investment in a corporation.
Notwithstanding its REIT election, however, the Company is still subject to
U.S. federal income tax in the following circumstances. First, the Company is
taxed at regular corporate rates on any undistributed taxable income,
including undistributed net capital gains. Second, under certain
circumstances, the Company may be subject to the "alternative minimum tax" on
its items of tax preference. Third, if the Company has (i) net income from the
sale or other disposition of "foreclosure property" (which is, in general,
property acquired by foreclosure or otherwise on default of a loan or lease
secured by the property) which is held primarily for sale to clients in the
ordinary course of business or (ii) other non-qualifying income from
foreclosure property, it will be subject to tax at the highest corporate rate
on such income. Fourth, if the Company has net income from prohibited

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<PAGE>

transactions (which are, in general, certain sales or other dispositions of
property (other than foreclosure property) held primarily for sale to clients
in the ordinary course of business), such income will be subject to a 100%
tax. Fifth, if the Company should fail to satisfy the 75% gross income test or
the 95% gross income test (as discussed below), and has nonetheless maintained
its qualification as a REIT because certain other requirements have been met,
it will be subject to a 100% tax on the net income attributable to the greater
of the amount by which the Company fails the 75% or 95% test. Sixth, if the
Company should fail to distribute during each calendar year at least the sum
of (i) 85% of its REIT ordinary income for such year, (ii) 95% of its REIT
capital gain net income for such year, and (iii) any undistributed taxable
income from prior years, the Company would be subject to a 4% excise tax on
the excess of such required distribution over the amounts actually
distributed. Seventh, if the Company acquires any asset from a C corporation
(i.e., a corporation generally subject to full corporate level tax) in a
transaction in which the basis of the asset in the Company's hands is
determined by reference to the basis of the asset (or any other property) in
the hands of the C corporation, and the Company recognizes gain on the
disposition of such asset during the 10-year period beginning on the date on
which such asset was acquired by the Company, then, to the extent of such
property's "built-in" gain (the excess of the fair market value of such
property at the time of acquisition by the Company over the adjusted basis of
such property at such time), and assuming the Company will make an election
pursuant to Notice 88-19, such gain will be subject to tax at the highest
regular corporate rate applicable (as provided in IRS regulations that have
not yet been promulgated).

Requirements for Qualification. The Code defines a REIT as a corporation,
trust or association (1) which is managed by one or more trustees or
directors; (2) the beneficial ownership of which is evidenced by transferable
shares or by transferable certificates of beneficial interest; (3) which would
be taxable as a domestic corporation but for Sections 856 through 859 of the
Code; (4) which is neither a financial institution nor an insurance company
subject to certain provisions of the Code; (5) the beneficial ownership of
which is held by 100 or more persons; (6) during the last half of each taxable
year not more than 50% in value of the outstanding stock of which is owned,
directly or indirectly, by five or fewer individuals (as defined in the Code
to include certain entities); and (7) which meets certain other tests,
described below, regarding the nature of its income and assets. The Code
provides that conditions (1) through (4), inclusive, must be met during the
entire taxable year and that condition (5) must be met during at least 335
days of a taxable year of twelve months, or during a proportionate part of a
taxable year of less than twelve months. The Company has issued sufficient
shares of Common Stock with sufficient diversity of ownership to allow the
Company to satisfy requirements (5) and (6). In addition, the Company's
Articles provide restrictions regarding the transfer of its shares that are
intended to assist the Company in continuing to satisfy the share ownership
requirements described in (5) and (6) above. See "Capital Stock of the
Company--Restrictions on Transfer". In addition, a corporation may not elect
to become a REIT unless its taxable year is the calendar year. The Company's
taxable year is a calendar year.

In the case of a REIT that owns the stock of a corporation that is a
"qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the
Code, the subsidiary will not be treated as a separate corporation, and the
assets, liabilities, and items of income, deduction, and credit of the
subsidiary will be treated as assets, liabilities, and such items of the REIT.
Weeks GP and Weeks LP are "qualified REIT subsidiaries" of the Company, so the
separate existence of these corporations will be ignored for U.S. federal tax
purposes, and the Company will be treated as directly holding the assets and
liabilities and receiving the tax items of these subsidiaries. Further, in the
case of a REIT that is a partner in a partnership, Treasury Regulations
provide that the REIT will be deemed to own its proportionate share of the
assets of the partnership and will be deemed to be entitled to the income of
the partnership attributable to such share. In addition, the character of the
assets and gross income of the partnership will retain the same character in
the hands of the REIT for purposes of Section 856 of the Code, including
satisfying the gross income tests and asset tests (as discussed below). Thus,
the Company's proportionate share of the assets, liabilities, and items of
income of the Operating

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<PAGE>

Partnership and the Financing Partnership will be treated as assets,
liabilities, and items of income of the Company for purposes of applying the
requirements described herein.

Income Tests. In order to maintain qualification as a REIT, three gross
income requirements must be satisfied annually. First, at least 75% of the
REIT's 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 (including "rents from
real property" and, in certain circumstances, interest) or from certain types
of temporary investments. Second, at least 95% of the REIT's gross income
(excluding gross income from prohibited transactions) for each taxable year
must be derived from such real property investments described above, and from
dividends, interest, and gain from the sale or disposition of stock or
securities, or from any combination of the foregoing. Third, short-term gain
from the sale or other disposition of stock or securities, gain from
prohibited transactions, and gain on the sale or other disposition of real
property held for less than four years (apart from involuntary conversions and
sales of foreclosure property) must represent less than 30% of the REIT's
gross income (including gross income from prohibited transactions) for each
taxable year. Under the 30% gross income test, where a REIT holds an interest
in a partnership that sells real property or where the REIT sells its interest
in a partnership that holds real property, the gross income derived from such
sale, to the extent attributable to real property, is deemed to be derived
from the sale of real property held for the shorter of the period the
partnership held the property or the REIT held its partnership interest.
Therefore, for purposes of applying the 30% gross income test, the holding
period of Properties held by the Operating Partnership on the closing date of
the IPO will be deemed to have commenced on such date so that if the Operating
Partnership sells one or more of the Properties prior to the expiration of
four years after such closing date, income from the sale of those Properties
will not qualify under the 30% gross income test even though the Operating
Partnership has held such Properties for more than four years.

Rents received by the Company will qualify as "rents from real property" in
satisfying the above gross income tests only if several conditions are met.
First, the amount of rent 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 "rents from real property" solely by reason of being
based on a fixed percentage or percentages of receipts or sales. Second, rents
received from a tenant will not qualify as "rents from real property" if the
Company, or an owner of 10% or more of the Company, directly or constructively
owns 10% or more of such tenant (a "Related Party Tenant"). Third, if rent
attributable to personal property that is 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 such personal property will not
qualify as "rents from real property". Finally, for rents received to qualify
as "rents from real property," the Company generally must not operate or
manage the property or furnish or render services to tenants, other than
through an "independent contractor" from whom the Company derives no revenue.
The "independent contractor" requirement, however, does not apply to the
extent the services provided by the Company are "usually or customarily
rendered" in the relevant geographic region in connection with the rental of
space for occupancy only and are not otherwise considered "rendered to the
occupant". The Company believes that, except in certain circumstances that are
not believed to be material, it provides only usual and customary services to
the tenants of the Properties and that any noncustomary services are provided
by independent contractors.

The Operating Partnership receives rents from a company controlled by Ray
Weeks' spouse that may under certain circumstances qualify as a Related Party
Tenant. The Company also receives certain other types of non-rent income,
including its allocable share of any dividends and interest paid by the
Subsidiaries to the Operating Partnership (which will qualify under the 95%
gross income test but not under the 75% gross income test). The Company
believes, however, that the aggregate amount of such income and other non-
qualifying income in any taxable year will not cause the Company to exceed the
limits on non-qualifying income under the 75% and 95% gross income tests.

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<PAGE>

Any gross income derived from a prohibited transaction is taken into account
in applying the 30% income test necessary to qualify as a REIT (and the net
income from the transaction is subject to 100% tax). The term "prohibited
transaction" generally includes a sale or other disposition of property (other
than foreclosure property) that is held primarily for sale to customers in the
ordinary course of a trade or business. The Company believes that no asset
owned by the Operating Partnership or the Financing Partnership is held for
sale to customers and that the sale of any Property or Development Land by
such partnerships is not in its ordinary course of business. Whether property
is held "primarily for sale to customers in the ordinary course of a trade or
business" depends, however, on the facts and circumstances in effect from time
to time, including those related to a particular property. Nevertheless, the
Company and such partnerships will attempt to comply with the terms of safe-
harbor provisions in the Code prescribing when assets sales will not be
characterized as prohibited transactions. Complete assurance cannot be given,
however, that the Company or such partnerships will comply with the safe-
harbor provisions of the Code or avoid owning property that may be
characterized as property "primarily for sale to customers in the ordinary
course of business".

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests for any taxable year, it may nevertheless qualify as a REIT for such
year if it is entitled to relief under certain provisions of the Code. These
relief provisions generally are available if the Company's failure to meet
such tests was due to reasonable cause and not due to willful neglect, the
Company attaches a schedule of the sources of its income to its return, and
any incorrect information on the schedules was not due to fraud with intent to
evade tax. It is not possible, however, to state whether in all circumstances
the Company would be entitled to the benefit of these relief provisions. As
discussed above in "General," even if these relief provisions were to apply, a
tax would be imposed with respect to the Company's excess net income. The
foregoing relief provisions do not apply in the case of a failure to satisfy
the 30% gross income test.

Asset Tests. At the close of each quarter of its taxable year, the Company
must also satisfy three tests relating to the nature of its assets. First, at
least 75% of the value of the Company's total assets must be represented by
real estate assets (including (i) its allocable share of real estate assets
held by the Operating Partnership and the Financing Partnership and (ii) stock
or debt instruments held for not more than one year purchased with the
proceeds of a stock offering or long-term (at least five years) debt offering
of the Company), cash, cash items, and government securities. Second, not more
than 25% of the Company's 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 debt and equity securities
owned by the Company may not exceed 5% of the value of the Company's total
assets, and the Company may not own more than 10% of any one issuer's
outstanding voting securities. Debt of an issuer that is secured by real
estate assets does not constitute a "security" for purposes of the 5% asset
test. The 5% asset test must generally be met for any quarter in which a REIT
acquires securities of an issuer or other property. Thus, this requirement
must be satisfied not only on the date that the Company initially acquires
securities in a Subsidiary, but also each time the Company increases its
ownership of securities of a Subsidiary (including as a result of increasing
its interest in the Operating Partnership as limited partners exercise their
Exchange Rights).

As described above, the Operating Partnership owns 100% of the nonvoting
stock and 1% of the voting stock of Weeks Realty Services, Inc. and Weeks
Construction Services, Inc. (the "Subsidiaries"). The Operating Partnership
does not own more than 10% of the voting securities of the Subsidiaries. In
addition, based upon its analysis of the estimated value of the debt and
equity securities of the Subsidiaries owned by the Operating Partnership
relative to the estimated value of the other assets owned by the Operating
Partnership, the Company believes that its pro rata share of the debt and
equity securities of each Subsidiary held by the Operating Partnership does
not exceed 5% of the total value of the Company's assets, although no
independent appraisals have been obtained to support this conclusion. Although
the Company plans to take steps to ensure that it

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<PAGE>

satisfies the 5% value test for any quarter in which it acquires securities of
the Subsidiaries or other property, there can be no assurance that such steps
will always be successful or will not require a reduction in the Operating
Partnership's overall interest in the Subsidiaries.

Annual Distribution Requirements. As a REIT, the Company is required to
distribute dividends (other than capital gain dividends) to its shareholders
in an amount at least equal to (A) the sum of (i) 95% of the Company's "REIT
taxable income" (computed without regard to the dividends paid deduction and
the REIT's net capital gain) and (ii) 95% of the net income (after tax), if
any, from "foreclosure property" (as defined above under "--Taxation of the
Company (General)"), minus (B) the sum of certain items of noncash income.
Such distributions must be paid in the taxable year to which they relate, or
in the following taxable year if declared before the Company timely files its
tax return for such year and if paid on or before the first regular dividend
payment after such declaration. To the extent that the Company does not
distribute all of its net capital gain or distributes at least 95%, but less
than 100%, of its "REIT taxable income," as adjusted, it will be subject to
tax on the undistributed amount at regular capital gains and ordinary
corporate tax rates. Furthermore, if the Company should fail to distribute
during each calendar year at least the sum of (i) 85% of its REIT ordinary
income for such year, (ii) 95% of its REIT capital gain income for such year,
and (iii) any undistributed taxable income from prior periods, the Company
will be subject to a 4% excise tax on the excess of such required distribution
over the amounts actually distributed.

The Company intends to make timely distributions sufficient to satisfy the
annual distribution requirements. In this regard, the Partnership Agreement
authorizes the Company, as general partner, to take such steps as may be
necessary to cause the Operating Partnership to distribute to its partners an
amount sufficient to permit the Company to meet these distribution
requirements. It is possible, however, that the Company, from time to time,
may not have sufficient cash or other liquid assets to meet the distribution
requirements due to timing differences between the actual receipt of income
and actual payment of deductible expenses and the inclusion of such income and
deduction of such expenses in arriving at taxable income of the Company, or if
the amount of nondeductible expenses (such as principal amortization or
capital expenditures) exceed the amount of noncash deductions. In the event
that such timing differences occur, in order to meet the distribution
requirements, the Company may cause the Operating Partnership to arrange for
short-term, or possibly long-term, borrowing to permit the payment of required
dividends. If the amount of nondeductible expenses exceeds noncash deductions,
the Operating Partnership may refinance its indebtedness to reduce principal
payments and borrow funds for capital expenditures.

Under certain circumstances, the Company may be able to rectify a failure to
meet the distribution requirement for a year by paying "deficiency dividends"
to shareholders in a later year that may be included in the Company's
deduction for dividends paid for the earlier year. Thus, the Company may be
able to avoid paying income tax (but not excise tax) on amounts distributed as
deficiency dividends; however, the Company will be required to pay interest to
the IRS based upon the amount of any deduction taken for deficiency dividends.

Information Regarding Stock Ownership. Pursuant to applicable Treasury
Regulations, in order to maintain its qualification as a REIT, the Company
must maintain certain records and request certain information from its
shareholders designed to disclose the actual ownership of its stock. The
Company intends to comply with such requirements.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year
and no relief provisions apply, the Company will be subject to tax (including
any applicable alternative minimum tax) on its taxable income at regular
corporate rates. Any distributions made by the Company to shareholders in

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<PAGE>

any year in which the Company fails to qualify will not be deductible by the
Company. In such event, to the extent of the Company's current and accumulated
earnings and profits, all distributions to shareholders will be taxable as
ordinary income, and, subject to certain limitations in the Code, corporate
distributees may be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, the Company also would
be disqualified from taxation as a REIT for the four taxable years following
the year during which qualification was lost. It is not possible to state
whether in all circumstances the Company would be entitled to such statutory
relief.

TAXATION OF SHAREHOLDERS

Taxation of Taxable Domestic Shareholders. As long as the Company continues
to qualify as a REIT, distributions made to the Company's taxable domestic
shareholders out of current or accumulated earnings and profits (and not
designated as capital gain dividends) are taken into account by them as
ordinary income, and corporate shareholders are not eligible for the dividends
received deduction as to such amounts. Distributions that are designated as
capital gain dividends are taxed as long-term capital gains (to the extent
they do not exceed the Company's actual net capital gain for the taxable year)
without regard to the period for which the shareholder has held his shares.
However, corporate shareholders are required to treat up to 20% of certain
capital gain dividends as ordinary income.

Distributions in excess of current and accumulated earnings and profits are
not taxable to a shareholder to the extent that they do not exceed the
adjusted basis of the shareholder's Securities, but rather reduce the adjusted
basis of such shares. To the extent that such distributions exceed the
adjusted basis of a shareholder's Securities, they are included in income as
long-term capital gain (or short-term capital gain if the shares have been
held for one year or less), assuming the shares are a capital asset in the
hands of the shareholder.

Any dividend declared by the Company in October, November, or December of
any year payable to a shareholder of record on a specific date in any such
month are treated as both paid by the Company and received by the shareholder
on December 31 of such year, provided that the dividend is actually paid by
the Company during January of the following calendar year. Shareholders do not
include in their individual income tax returns any net operating losses or
capital losses of the Company.

In general, any loss upon a sale or exchange of Securities by a shareholder
who has held such shares for six months or less (after applying certain
holding period rules) are treated as a long-term capital loss to the extent of
distributions from the Company required to be treated by such shareholder as
long-term capital gain.

Backup Withholding. The Company reports to its domestic shareholders and the
IRS the amount of dividends paid during each calendar year, and the amount of
tax withheld, if any, with respect thereto. Under the backup withholding
rules, a shareholder may be subject to backup withholding at the rate of 31%
with respect to dividends paid unless such holder (a) is a corporation or
comes within certain other exempt categories and, when required, demonstrates
this fact, or (b) provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding, and otherwise complies with
applicable requirements of the backup withholding rules. A shareholder who
does not provide the Company with its correct taxpayer identification number
may also be subject to penalties imposed by the IRS. Any amount paid as backup
withholding will be creditable against the shareholder's income tax liability.
In addition, the Company may be required to withhold a portion of capital gain
distributions made to any shareholders who fail to certify their non-foreign
status to the Company. See "Taxation of Foreign Shareholders" below.

Taxation of Tax-Exempt Shareholders. The IRS has ruled that amounts
distributed by a REIT to a tax-exempt employees' pension trust do not
constitute "unrelated business taxable income" ("UBTI"). The Revenue
Reconciliation Act of 1993 (the "1993 Act") has partially preempted this

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<PAGE>

revenue ruling (as discussed below). In those circumstances in which the
ruling still applies, distributions by the Company to a shareholder that is a
tax-exempt entity should not constitute UBTI, provided that the tax-exempt
entity has not financed the acquisition of its shares with "acquisition
indebtedness" within the meaning of the Code and the Securities are not
otherwise used in an unrelated trade or business of the tax-exempt entity.
Revenue rulings are interpretative in nature and subject to revocation or
modification by the IRS.

In applying the stock ownership test of Section 856(h) of the Code, the 1993
Act treats beneficiaries of certain pension trusts as holding the shares of a
REIT in proportion to their actuarial interests in such trust, thus permitting
affected pension trusts to acquire more concentrated ownership of a REIT.
However, a pension trust that owns more than 10% of a REIT must now treat a
percentage of the dividends as UBTI (the "UBTI Percentage") under certain
circumstances. The UBTI Percentage is determined by dividing (i) the gross
income of a REIT, less related direct expenses, that would be considered to be
derived from an unrelated trade or business if the REIT were a pension trust
by (ii) the gross income of the REIT, less related direct expenses, for the
year in which the dividends are paid. The UBTI rule would apply to a pension
trust that owns more than 10% of the value of the REIT's stock only if (a) the
UBTI Percentage is at least 5%, (b) the REIT qualifies as a REIT by reason of
the above modification of the stock ownership test, and (c) either one pension
trust owns more than 25% of the value of the REIT's stock or a group of
pension trusts individually owning more than 10% of the value of the REIT's
stock collectively own more than 50% of the value of the REIT's stock.

Taxation of Foreign Shareholders. The rules governing U.S. federal income
taxation of nonresident alien individuals, foreign corporations, foreign
partnerships, and other foreign shareholders (collectively, "Non-U.S.
Shareholders") are complex, and no attempt is made herein to provide more than
a limited summary of such rules. Prospective Non-U.S. Shareholders should
consult with their own tax advisors to determine the impact of U.S. federal,
state, and local income tax laws with regard to an investment in Securities,
including any reporting requirements.

Distributions that are not attributable to gain from sales or exchanges by
the Company of U.S. real property interests and not designated by the Company
as capital gain dividends are treated as dividends of ordinary income to the
extent that they are made out of current or accumulated earnings and profits
of the Company. Such distributions, ordinarily, are subject to a withholding
tax equal to 30% of the gross amount of the distribution unless an applicable
tax treaty reduces that tax. However, if income from the investment in the
shares of capital stock is treated as effectively connected with the Non-U.S.
Shareholder's conduct of a U.S. trade or business, the Non-U.S. Shareholder
generally is subject to a tax at graduated rates, in the same manner as U.S.
shareholders are taxed with respect to such dividends (and may also be subject
to the 30% branch profits tax if the shareholder is a foreign corporation).
The Company withholds U.S. income tax at the rate of 30% on the gross amount
of any dividends paid to a Non-U.S. Shareholder that are not designated as
capital gain dividends unless (i) a lower treaty rate applies and the required
form evidencing eligibility for that reduced rate is filed with the Company or
(ii) the Non-U.S. Shareholder files an IRS Form 4224 with the Company claiming
that the distribution is "effectively connected" income. The IRS issued
proposed regulations in April 1996 that would modify the manner in which the
Company complies with the withholding requirements.

Distributions in excess of current and accumulated earnings and profits of
the Company are not taxable to a shareholder to the extent that they do not
exceed the adjusted basis of the shareholder's shares of capital stock, but
rather will reduce the adjusted basis of such shares. To the extent that such
distributions exceed the adjusted basis of a Non-U.S. Shareholder's shares,
they give rise to tax liability if the Non-U.S. Shareholder is otherwise
subject to tax on any gain from the sale or disposition of his shares of
capital stock as described below. If it cannot be determined at the time a
distribution is made whether or not such distribution is in excess of current
and accumulated earnings and profits, the distribution is subject to
withholding at the rate applicable to dividends. The Small Business Job

19
<PAGE>

Protection Act of 1996 requires the Company to withhold 10% of any
distribution to a Non-U.S. Shareholder in excess of the Company's current and
accumulated earnings and profits. Accordingly, although the Company intends to
withhold at a rate of 30% on the entire amount of the distribution, to the
extent that the Company does not do so, any portion of the distribution not
subject to withholding at a rate of 30% will be subject to withholding at a
rate of 10%. The Non-U.S. Shareholder may seek a refund of such amounts from
the IRS to the extent that the amount withheld from such distribution was, in
fact, in excess of the U.S. income tax due with respect to such distribution.

For any year in which the Company qualifies as a REIT, distributions that
are attributable to gain from sales or exchanges by the Company of U.S. real
property interests will be taxed to a Non-U.S. Shareholder under the FIRPTA
provisions as if such gain were effectively connected with a U.S. business.
Thus, Non-U.S. Shareholders will be taxed on such distributions at the normal
capital gain rates applicable to U.S. shareholders (subject to applicable
alternative minimum tax and a special alternative minimum tax in the case of
nonresident alien individuals). Also, distributions that are attributable to
gain from sales or exchanges by the Company of U.S. real property interests
may be subject to a 30% branch profits tax in the hands of a corporate Non-
U.S. Shareholder not entitled to treaty relief or exemption. The Company is
required by applicable Treasury Regulations to withhold 35% of any
distribution that could be designated by the Company as a capital gain
dividend. The amount withheld is creditable against the Non-U.S. Shareholder's
U.S. federal income tax liability.

Gain recognized by a Non-U.S. Shareholder upon the sale or exchange of
Securities generally will not be subject to U.S. tax unless the capital stock
constitutes a "United States real property interest" within the meaning of the
Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). The capital
stock will not constitute a "United States real property interest" so long as
the Company qualifies as a "domestically controlled REIT." A "domestically
controlled REIT" is a REIT in which at all times during a specified testing
period less than 50% in value of its stock is held, directly or indirectly, by
Non-U.S. Shareholders. Because the Company is publicly traded, there can be no
assurance that the Company will qualify as a domestically controlled REIT. If
the Company does not qualify (or ceases to qualify) as a "domestically
controlled REIT," whether gain arising from the sale or exchange of capital
stock by a Non-U.S. Shareholder would be subject to U.S. tax under FIRPTA will
depend on whether the capital stock is "regularly traded" (as defined by
applicable Treasury Regulations) on an established securities market (e.g.,
the New York Stock Exchange) and on the size of the selling Non-U.S.
Shareholders interest in the Company.

If gain on the sale or exchange of capital stock were subject to tax under
FIRPTA, then (i) the Non-U.S. Shareholder would be subject to regular U.S.
income tax with respect to such gain in the same manner as a U.S. shareholder
(subject to any applicable alternative minimum tax and a special alternative
minimum tax in the case of nonresident alien individuals), and (ii) the
purchaser of the capital stock would be required to withhold and remit to the
IRS 10% of the purchase price unless the purchased capital stock was
"regularly traded" on an established securities market.

Notwithstanding the foregoing, gain from the sale or exchange of capital
stock not otherwise taxable under FIRPTA will be subject to U.S. tax if (i)
the investment in capital stock is treated as effectively connected with a
U.S. trade or business of a Non-U.S. Shareholder, in which case the Non-U.S.
Shareholder will be subject to the same treatment as U.S. shareholders with
respect to such gain, or (ii) the Non-U.S. Shareholder is a nonresident alien
individual who is present in the United States for 183 days or more during the
taxable year and has a "tax home" in the United States, in which case the
individual will be subject to a 30% tax on the individual's capital gains.

OTHER TAX CONSIDERATIONS

Tax Status of Operating Partnership; Effect on REIT Qualification. All of
the Company's investments are made through the Operating Partnership, which in
turn owns substantially all of the

20
<PAGE>

interests in the Financing Partnership. These partnerships may involve special
tax risks. Such risks include possible challenge by the IRS of (a) allocations
of income and expense items, which could affect the computation of taxable
income of the Company, (b) the status of the partnerships as partnerships for
federal income tax purposes (as opposed to associations taxable as
corporations), and (c) the taking of actions by the partnerships that could
adversely affect the Company's qualification as a REIT. The Company has
received a legal opinion from King & Spalding to the effect that the Operating
Partnership and the Financing Partnership will be treated for U.S. federal
income tax purposes as partnerships (and not as associations taxable as a
corporation). If the Operating Partnership were treated as an association
taxable as a corporation, the Company would fail the 75% asset test (in
addition to the 5% asset test and, likely, the 10% voting securities test).
Further, if the Financing Partnership were treated as a taxable corporation,
then the Company would likely fail to qualify as a REIT under the 10% voting
securities test, and would also fail to qualify under the 5% test if the value
of the Company's interest in the Financing Partnership (through the Operating
Partnership) exceeded 5% of the value of the Company's assets. Furthermore, in
such a situation, distributions from such partnerships would be treated as
dividends, which are not taken into account in satisfying the 75% gross income
test described above and which could therefore make it more difficult for the
Company to meet such test, and the Company would not be able to deduct its
share of any losses generated by such partnerships in computing its taxable
income. See "--Failure to Qualify" above for a discussion of the effect of the
Company's failure to meet such tests for a taxable year.

Depreciation. The Partnership's initial income tax basis in the Properties
acquired in exchange for Units generally is the same as the transferor's basis
in such Property on the date of acquisition by the Partnership, except to the
extent that gain is recognized by the transferor in connection with the
transfer. The Partnership generally depreciates such Properties under the
alternative depreciation system of depreciation ("ADS"), using a 40-year
recovery period and the straight-line method with respect to the building and
structural components of such Properties. The Partnership's tax depreciation
deductions will be allocated among the Partners in accordance with their
respective percentage interests in the Partnership, except as otherwise
required pursuant to Section 704(c) of the Code.

State and Local Taxes. The Company and its shareholders may be subject to
state or local taxation in various state or local jurisdictions, including
those in which it or they transact business or reside. The state and local tax
treatment of the Company and its shareholders may not conform to the Federal
income tax consequences discussed above. Consequently, prospective
shareholders should consult their own tax advisors regarding the effect of
state and local tax laws on an investment in the Securities.

21
<PAGE>

PLAN OF DISTRIBUTION

The Company may sell the Securities in or outside the United States through
underwriters or dealers, directly to one or more purchasers, or through
agents. The Prospectus Supplement with respect to the Securities will set
forth the terms of the offering of the Securities, including the name or names
of any underwriters, dealers or agents, the initial public offering price, any
delayed delivery arrangements, any underwriting discounts and other items
constituting underwriters compensation, any discounts or concessions allowed
or reallowed or paid to dealers, and any securities exchanges on which the
Securities may be listed.

If underwriters are used in the sale of the Securities, the Securities may
be acquired by the underwriters for their own accounts and may be resold from
time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time
of sale. The Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering of Securities
will be named in the Prospectus Supplement relating to such offering, and if
an underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover of such Prospectus Supplement. Unless otherwise
set forth in the Prospectus Supplement relating thereto, the obligations of
the underwriters or agents to purchase the Securities will be subject to
conditions precedent and the underwriters will be obligated to purchase all
the Securities if any are purchased. The initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

If dealers are used in the sale of the Securities, the Company will sell
such Securities to the dealers as principals. The dealers may then resell such
Securities to the public at varying prices to be determined by such dealers at
the time of resale. The names of the dealers and the terms of the transaction
will be set forth in the Prospectus Supplement relating thereto.

Securities may be sold directly by the Company through agents designated by
the Company from time to time at fixed prices, which may be changed, or at
varying prices determined at the time of sale. Any agent involved in the offer
or sale of the Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its
appointment.

In connection with the sale of the Securities, underwriters, dealers or
agents may receive compensation from the Company or from purchasers of
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters, dealers and agents participating in
the distribution of the Securities may be deemed to be underwriters and any
discounts or commissions received by them from the Company and any profit on
the resale of the Securities by them may be deemed to be underwriting
discounts or commissions under the Securities Act.

If so indicated in the Prospectus Supplement, the Company will authorize
dealers or agents to solicit offers from certain types of institutions to
purchase Securities from the Company at the public offering price set forth in
the Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the Prospectus Supplement, and
the Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.

Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments that such agents, dealers or
underwriters may be required to make with respect thereto. Underwriters,
agents and dealers may engage in transactions with, or perform services for,
the Company in the ordinary course of business.

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<PAGE>

The Preferred Stock and the Common Stock Warrants may or may not be listed
on a national securities exchange. The Common Stock currently trades on the
NYSE, and any Common Stock offered hereby will be listed on the NYSE, subject
to an official notice of issuance. No assurances can be given that there will
be a market for the Securities.

LEGAL MATTERS

The validity of the Securities will be passed upon for the Company by King &
Spalding, Atlanta, Georgia. George D. Busbee, a director of the Company, is of
counsel to King & Spalding.

EXPERTS

The consolidated and combined financial statements and related financial
statement schedule of the Company included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, incorporated by reference in
this Prospectus and the Registration Statement, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and have been incorporated herein in reliance upon the
authority of such firm as experts in giving such reports.

The combined statement of revenue and certain expenses of the Principal
Properties included in the Company's Current Report on Form 8-K dated August
9, 1996 and filed on August 22, 1996, as amended by Form 8-K/A dated August 9,
1996 and filed on October 18, 1996, incorporated by reference in this
Prospectus and the Registration Statement, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and have been incorporated herein in reliance upon the
authority of such firm as experts in giving such report.

The combined financial statements of Lichtin Properties included in the
Company's Current Report on Form 8-K dated November 5, 1996 and filed on
November 6, 1996, incorporated by reference in this Prospectus and the
Registration Statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and
have been incorporated herein in reliance upon the authority of such firm as
experts in giving such report.

The combined financial statements of NWI Warehouse Group included in the
Company's Current Report on Form 8-K dated November 1, 1996 and filed on
November 6, 1996, as amended by Form 8-K/A dated November 1, 1996 and filed on
November 8, 1996, incorporated by reference in this Prospectus and the
Registration Statement, have been audited by Ernst & Young LLP, independent
auditors, as indicated in their report with respect thereto, and have been
incorporated herein in reliance upon the authority of such firm as experts in
giving such report.

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<PAGE>

[LOGO OF WEEKS CORPORATION APPEARS HERE]

COLOR INTERSTATE HIGHWAY MAPS OF THE COMPANY'S MARKETS:

Chapel Hill--Durham--Raleigh (Research Triangle)
Nashville
Spartanburg
Atlanta
Orlando
<PAGE>

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Supplement Summary......................................... S-3
The Company........................................................... S-10
Recent Developments................................................... S-10
Business and Properties............................................... S-21
Use of Proceeds....................................................... S-33
Price Range of Common Stock and Distributions......................... S-33
Capitalization........................................................ S-34
Selected Financial and Other Information.............................. S-35
Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ S-37
Management............................................................ S-46
Underwriting.......................................................... S-47
Validity of Securities................................................ S-48
Experts............................................................... S-48
PROSPECTUS
Available Information................................................. 2
Incorporation of Certain
Documents by Reference............................................... 2
The Company........................................................... 4
Use of Proceeds....................................................... 5
Consolidated Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends............................................................ 5
Description of Capital Stock.......................................... 6
Description of Common Stock Warrants.................................. 12
Federal Income Tax Considerations..................................... 12
Plan of Distribution.................................................. 22
Legal Matters......................................................... 23
Experts............................................................... 23
</TABLE>

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3,200,000 SHARES

WEEKS CORPORATION

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

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[LOGO OF WEEKS CORPORATION APPEARS HERE]

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GOLDMAN, SACHS & CO.

A.G. EDWARDS & SONS, INC.

MORGAN STANLEY & CO.
INCORPORATED

THE ROBINSON-HUMPHREY COMPANY, INC.

REPRESENTATIVES OF THE UNDERWRITERS

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