<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
FILE NO. 333-32755
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEEKS CORPORATION AND WEEKS REALTY, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WEEKS CORPORATION--GEORGIA WEEKS CORPORATION--58-1525322
WEEKS REALTY, L.P.--GEORGIA WEEKS REALTY, L.P.--58-2121388
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
4497 PARK DRIVE
NORCROSS, GEORGIA 30093
(770) 923-4076
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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A. RAY WEEKS, JR.
WEEKS CORPORATION
4497 PARK DRIVE
NORCROSS, GEORGIA 30093
(770) 923-4076
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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WITH A COPY TO:
JOHN J. KELLEY III, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE(2)(3) FEE(4)
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<S> <C> <C> <C>
Weeks Corporation
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Preferred Stock(5)................
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Common Stock(5)................... $300,000,000 $300,000,000
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Common Stock Warrants(5)..........
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Weeks Realty, L.P.
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Debt Securities................... $300,000,000 $300,000,000
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Total.............................. $600,000,000 $600,000,000 $181,819
</TABLE>
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(Footnotes continued on following page)
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THIS PRE-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-3 IS
BEING FILED TO SUPPLEMENT THE REGISTRANTS' PRE-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-3 (THE "PREVIOUS FILING") IN ORDER TO INCLUDE
CERTAIN DATA WHICH WAS INADVERTENTLY OMITTED FROM THE PREVIOUS FILING AS THE
RESULT OF AN EDGAR CODING ERROR.
THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT RELATES TO AND
CONSTITUTES A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT ON FORM
S-3 (NO. 333-18307) OF WEEKS CORPORATION, AND IT IS INTENDED TO BE THE
COMBINED PROSPECTUS REFERRED TO IN RULE 429 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
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<PAGE>
(Footnotes continued from previous page)
(1) The amount to be registered consists of up to $300,000,000 of an
indeterminate amount of Common Stock, Preferred Stock and/or Common Stock
Warrants to be issued by Weeks Corporation and/or up to $300,000,000 non-
convertible investment grade Debt Securities to be issued by Weeks Realty,
L.P. Pursuant to Rule 429 under the Securities Act of 1933, as amended,
this amount includes $187,097,700 of securities being carried forward from
the earlier Registration Statement of Weeks Corporation on Form S-3 (No.
333-18307), which have not been sold. There is also being registered
hereunder such currently indeterminate number of shares of Common Stock as
may be issued upon conversion of the Preferred Stock or upon exercise of
the Common Stock Warrants registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee.
Includes any consideration that will be received for Common Stock issued
upon conversion of Preferred Stock or upon exercise of the Common Stock
Warrants.
(3) The proposed maximum offering price per unit (a) has been omitted pursuant
to General Instruction II.D. of Form S-3 and (b) will be determined from
time to time by the Registrants in connection with the issuance by the
Registrants of the Securities registered hereunder.
(4) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
amount of $187,097,700 of Preferred Stock, Common Stock and Common Stock
Warrants covered by the earlier Registration Statement of Weeks
Corporation on Form S-3 (No. 333-18307) is being carried forward and the
corresponding registration fee of $56,696 was previously paid at the time
of filing. The registration fee has been calculated in accordance with
Rule 457(o) under the Securities Act.
(5) In no event will the aggregate initial price of Preferred Stock, Common
Stock, and Common Stock Warrants registered under this Registration
Statement exceed $300,000,000.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS PRE-EFFECTIVE
AMENDMENT NO. 2 TO FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN NORCROSS, GEORGIA ON THE 19TH DAY OF SEPTEMBER,
1997.
Weeks Corporation
/s/ David P. Stockert
By: _________________________________
DAVID P. STOCKERT
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
Weeks Realty, L.P.
Weeks GP Holdings, Inc.,
By: _________________________________
as General Partner
/s/ David P. Stockert
By: _________________________________
DAVID P. STOCKERT
SENIOR VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED BELOW AS OF THE 19TH DAY OF SEPTEMBER,
1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and Chief Executive
_________________________________ Officer and a Director (Principal Executive
A. RAY WEEKS, JR. Officer)
* Vice Chairman of the Board and Chief Investment
_________________________________ Officer and a Director
THOMAS D. SENKBEIL
* President and a Director
_________________________________
FORREST W. ROBINSON
* Managing Director and a Director
_________________________________
JOHN W. NELLEY, JR.
* Managing Director and a Director
_________________________________
HAROLD S. LICHTIN
* Vice President and Controller (Principal
_________________________________ Accounting Officer)
ARTHUR J. QUIRK
* Director
_________________________________
BARRINGTON H. BRANCH
* Director
_________________________________
GEORGE D. BUSBEE
* Director
_________________________________
CHARLES R. EITEL
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C>
* Director
_________________________________
William O. McCoy
* Director
_________________________________
William Cavanaugh III
</TABLE>
<TABLE>
<S> <C>
*By: /s/ David P. Stockert Senior Vice President and Chief Financial
---------------------- Officer
David P. Stockert
</TABLE>
II-10
