<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
WEEKS CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 58-1525322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Weeks Corporation
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)
--------------------
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)
--------------------
with a copy to:
William H. Hess
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
--------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any 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. [_]
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Aggregate Price Aggregate Amount of
Title of Shares to be Registered be Registered per Share(1) Offering Price(1) Registration Fee
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 150,000 shares $31.28 $4,692,000 $1,384.14
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
reported sales price per share of Common Stock of Weeks Corporation on the
New York Stock Exchange on April 23, 1999.
<PAGE>
PROSPECTUS
WEEKS CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------
Common Stock
---------------
Weeks Corporation is offering the holders of shares of its common stock the
opportunity to participate in the Weeks' Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan provides a simple and convenient method
for shareholders to acquire additional shares of Week's common stock. All
shareholders of Weeks common stock are eligible to participate in the Plan.
Weeks common stock is traded on the New York Stock Exchange under the symbol
"WKS."
Participants in the Plan may purchase additional shares of Weeks common stock
by:
. having the cash dividends on all, or part, of their shares of common
stock automatically reinvested,
. investing in the Plan by making cash payments of not less than $100 per
payment or more than $7,500 per month, or
. both investing their cash dividends and making such optional cash
payments.
A shareholder may begin participating in the Plan by completing an
Authorization Card and returning it to Wachovia Bank of North Carolina, N.A., as
plan administrator. Participants may terminate their participation at any time.
Shareholders who do not wish to participate in the Plan need take no action and
will continue to receive their cash dividends, if, as and when declared, as
usual. It is suggested that this prospectus be retained for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
--------------------
The date of this Prospectus is April 29, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Weeks Corporation files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Weeks has filed with
the Commission a registration statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), to register the offering of the shares
of common stock offered hereby. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information set forth in
the registration statement. Prospective investors may read and copy the
registration statement and its exhibits and schedules without charge at the
Public Reference Room maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Prospective investors may obtain information on the
operation of the Public Reference Room by calling the Commission at 1-800-SEC-
0330. In addition, Weeks is required to file electronic versions of these
documents with the Commission through the Commission's Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows Weeks to incorporate by reference information into this
prospectus. This means that Weeks can disclose important information by
referring to another document filed separately with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that is
included directly in this document. The following documents heretofore filed by
Weeks with the Commission (File No. 011-13254) are incorporated herein by
reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1998 and
filed on March 31, 1999;
(ii) Current Report on Form 8-K dated February 28, 1999 and filed on March
5, 1999;
All documents filed by Weeks pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities made hereby shall be deemed to be
incorporated by reference in this Prospectus and made a part hereof from the
date of the filing of such documents. 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 other document subsequently filed with the
Commission which also 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.
Weeks will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or all
of the documents incorporated by reference in this prospectus (not including the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents). Request for such copies should be directed to:
Vice President-Investor Relations, Weeks Corporation, 4497 Park Drive, Norcross,
Georgia 30093, telephone number (770) 923-4076.
THE COMPANY
Weeks is a self-administered and self-managed real estate investment trust (a
"REIT") that was organized under Georgia law to continue and expand the fully
integrated real estate business previously conducted by Weeks and its
affiliates. Since 1965, Weeks, together with its affiliates and predecessors,
has developed, owned, managed, constructed and acquired primarily institutional-
quality industrial and suburban office properties in select suburban markets in
the southeast United States and Texas. As of December 31, 1998, Weeks owned 373
properties totaling approximately 31.7 million square feet, including 54
properties that were under development or in lease-up and which were under
agreement to acquire. All of these properties are located in Atlanta, Georgia;
Nashville, Tennessee; Raleigh-Durham-Chapel Hill, North Carolina; Miami,
Orlando, Jacksonville, Ft. Lauderdale and Tampa, Florida; Dallas, Texas; and
Spartanburg, South Carolina.
-2-
<PAGE>
At December 31, 1998, Weeks also owned or controlled (through agreements to
acquire, options and marketing and development agreements) approximately 1,871
net usable acres of undeveloped land located primarily in existing business
parks with zoning and infrastructure in place. Weeks believes the development
potential of this land could ultimately total approximately 19.6 million square
feet (based upon Weeks' estimate of the appropriate density and anticipated
building types that may be developed, net of land necessary to provide for
adequate infrastructure).
Weeks conducts substantially all of its business through Weeks Realty, L.P.
(the "Operating Partnership"). As of December 31, 1998, Weeks owned an
approximate 72.9% ownership interest in the Operating Partnership, and the
remaining approximate 27.1% limited partnership interest in the Operating
Partnership was owned by various individuals and entities (including certain
officers and directors of Weeks). Of the 72.9% interest in the Operating
Partnership held by Weeks as of December 31, 1998, Weeks owned the sole 1.3%
general partnership interest in the Operating Partnership through Weeks GP
Holdings, Inc., a wholly owned Georgia corporation and a 71.6% limited
partnership interest in the Operating Partnership through Weeks LP Holdings,
Inc., a wholly owned Georgia corporation. As the sole general partner of the
Operating Partnership, Weeks has control over the management of the Operating
Partnership and over the properties.
Weeks conducts its third-party service business through two companies: Weeks
Realty Services, Inc. which conducts third-party landscape property management
and leasing services, and Weeks Construction Services, Inc. which conducts
third-party construction services. Weeks holds 100% of the nonvoting and 1% of
the voting common shares of these subsidiaries. The remaining voting common
shares are held by three executive officers of Weeks. The ownership of the
common shares of these companies entitles Weeks to substantially all (99%) of
the economic benefits from the results of their operations.
Weeks owns, develops and operates primarily industrial and suburban office
properties, most of which are located in landscaped business park settings.
Weeks business strategy emphasizes high quality properties and tenant service.
Weeks' approximately 576 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.
Weeks' 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 its tenants. Weeks concentrates its activities in a limited number of
Sunbelt cities where it believes it can sustain a significant market presence.
Weeks common stock (the "Common Stock") is listed on the NYSE under the
symbol "WKS." Weeks' principal executive offices are located at 4497 Park
Drive, Norcross, Georgia 30093, and its telephone number is (770) 923-4076.
RECENT DEVELOPMENTS
On March 1, 1999, Weeks announced that it had entered into an Agreement and
Plan of Merger with Duke Realty Investments, Inc., an Indiana based REIT
specializing in industrial and office building development and ownership whose
common stock is traded on the NYSE under the trading symbol "DRE" ("Duke"), and
that the Operating Partnership had entered into an Agreement and Plan of Merger
with Duke Realty Limited Partnership, the operating partnership through which
Duke owns and manages its properties ("Duke OP"). These agreements provide for
the merger of Weeks with and into Duke and the merger of the Operating
Partnership with and into Duke OP. After the effective time of the mergers,
Duke will change its name to Duke-Weeks Realty Corporation.
The consummation of the transactions contemplated by the merger agreements is
expected to occur in the second or third quarter of 1999, and is subject to
approval by the shareholders of Duke and the shareholders of Weeks and
satisfaction of certain other customary closing conditions. There can be no
assurance that the transactions contemplated by the merger agreements will be
consummated.
-3-
<PAGE>
DESCRIPTION OF THE PLAN
The provisions of Weeks' Dividend Reinvestment and Stock Purchase Plan (the
"Plan") are set forth below in question and answer format.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Common
Stock with a simple and convenient method of investing cash dividends or
optional cash payments, or both, to purchase additional shares of Common Stock
without payment of any brokerage commissions, fees or service charges. Shares
of Common Stock purchased under the Plan will either be original issue shares or
shares purchased in the open market by the plan administrator, Wachovia Bank of
North Carolina, N.A., a bank unaffiliated with Weeks (the "Bank") (see Question
4). To the extent shares of Common Stock are purchased by the Bank in the open
market, Weeks will not receive any proceeds. To the extent the shares of Common
Stock are original issue shares, Weeks will receive additional funds for its
working capital and general corporate purposes. See "Use of Proceeds."
Advantages
2. What are the options available to shareholders?
Participants in the Plan may purchase additional shares of Common Stock by
(i) having the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by investing in the Plan by making cash payments
of not less than $100 per payment or more than $7,500 per month, or (iii) by
both investing their cash dividends and making such optional cash payments.
3. What are the advantages of the Plan?
No brokerage commissions, fees or service charges are paid by Participants in
connection with purchases under the Plan; provided, however, that if shares are
registered in the name of a nominee or broker, such nominee or broker may charge
a commission or fee. Full investment of dividends is possible under the Plan
because the Plan permits fractions of shares, as well as whole shares, to be
purchased and credited to Participants' accounts. Regular statements of account
provide simplified record keeping. In addition, the free custodial services
provided in connection with the Plan serve to protect against loss, theft or
destruction of certificates.
The price of shares of Common Stock purchased under the Plan from Weeks with
reinvested cash dividends is 97% of the mean of the high and low sales prices
for such shares on the applicable investment date. The price of shares of
Common Stock purchased under the Plan from Weeks with optional cash payments is
100% of the mean of the high and low sales prices for such shares on the
applicable investment date. For open market purchases, the purchase price will
be the average price paid by the Bank for all purchases for a single cash
dividend or optional cash payment.
Administration
4. Who administers the Plan for Participants?
Wachovia Bank of North Carolina, N.A. has been designated by Weeks as its
agent to administer the Plan for Participants, maintain records, send regular
statements of account to Participants and perform other duties relating to the
Plan. Shares of Common Stock purchased under the Plan will be held by the Bank
as agent for Participants and registered in the name of the Bank or its nominee.
The Bank also serves as Transfer Agent for the Common Stock. Should the Bank
resign, or be asked to resign, another agent will be asked to serve.
-4-
<PAGE>
All communications regarding the Plan should be sent to the Bank addressed as
follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Dividend Reinvestment Section
P. O. Box 3001
Winston Salem, N.C. 27102
Participation
5. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to be eligible to participate, beneficial owners of
shares of Common Stock whose shares are registered in names other than their own
(for example, shares registered in the name of a broker, bank nominee or
trustee) must either arrange for the holder of record to join the Plan or have
the shares they wish to enroll in the Plan transferred to their own names.
6. How does an eligible shareholder participate?
An eligible shareholder may join the Plan by checking the box of his choice
on an Authorization Card and returning it to the Bank. A postage-paid envelope
is provided for this purpose. Weeks shareholders whose shares are registered in
the name of a nominee or broker must have the nominee or broker sign the
Authorization Card and return it to the Bank. Additional Authorization Cards
may be obtained at any time by written request to the Bank at the address
indicated above.
7. When may a shareholder join the Plan?
A shareholder may join the Plan at any time and will remain a Participant
until participation is terminated (see Question 20) or all shares held in the
Participant's Plan account are sold.
If an Authorization Card specifying the Participant's desire to participate
in the Plan is received by the Bank no later than the fifth business day
preceding the record date established for a particular dividend, receipt of
shares of Common Stock in lieu of cash dividends or reinvestment of cash
dividends, as appropriate, will commence with that dividend. If the
Authorization Card is received after the fifth business day prior to the record
date established for a particular cash dividend, then participation in the Plan
will not begin until the cash dividend payment date following the next record
date, as applicable. Since its initial public offering completed in August
1994, Weeks has declared and paid dividends in arrears for each and every
quarter.
Optional cash payments are invested as specified in Question 14.
8. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional shares of
Common Stock through the following options:
(a) Dividend Reinvestment Only. If the "Dividend Reinvestment Only" box is
checked, the Bank will apply cash dividends on all shares of Common
Stock registered in the Participant's name, or such number as specified
by Participant on the Authorization Card, as well as on all shares of
Common Stock credited to the Participant's Plan account, to the purchase
of additional shares of Common Stock.
(b) Dividend Reinvestment and Optional Cash Payments. If the "Dividend
Reinvestment and Optional Cash Payments" box is checked, the Bank will
apply cash dividends on all shares of Common Stock registered in the
Participant's name, or such number as specified by Participant on the
Authorization
-5-
<PAGE>
Card, as well as on all shares of Common Stock credited to the
Participant's Plan account, and any optional cash payments to the
purchase of additional shares of Common Stock.
(c) Optional Cash Payments Only. If the "Optional Cash Payments Only" box is
checked, the Bank will apply any optional cash payments and any
dividends on shares credited to the Participant's Plan account to the
purchase of additional shares of Common Stock. Cash dividends on shares
of Common Stock registered in the Participant's name other than in his
Plan account will be paid to the Participant in the usual manner.
Except with respect to dividends on shares of Common Stock in a
Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest the dividends on all or part of the shares of Common Stock
registered in his name by designating his intentions on the Authorization Card.
9. How may Participants change investment options?
A Participant may change his investment option at any time by signing a new
Authorization Card and returning it to the Bank. A change in investment option
will be effective on the dividend payment date if the Authorization Card is
received by the Bank no later than the fifth business day preceding the related
dividend record date. If the Authorization Card is received by the Bank after
the fifth business day preceding the related dividend record date, the change
will be effective on the dividend payment date for the following quarter.
Costs
10. Are there any expenses of participation in connection with purchases under
the Plan?
There will be no brokerage commissions or service charges to Participants
for purchases under the Plan, regardless of whether such purchases are direct
from Weeks or open market purchases. Furthermore, all costs of administration of
the Plan are to be paid by Weeks. See Question 20, "How does a Participant
terminate participation in the Plan?" and Question 21, "May a portion of a
Participant's Plan shares be sold?" for a discussion of payment by Participants
of brokerage costs and transfer taxes associated with such termination of
participation and sale of shares under the Plan.
If a Participant's shares are registered in the name of a nominee or broker,
such nominee or broker may charge a commission or fee for both shares purchased
in the open market and original issue shares.
Purchases
11. How many shares of Common Stock will be purchased for each Participant?
The number of shares to be purchased for a Participant's account under the
Plan will depend on the amount of a Participant's dividends being reinvested,
the amount of any optional cash payments and the price of the shares of Common
Stock. Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the total amount
to be reinvested or invested through optional cash payments, divided by the
purchase price per share.
12. What will be the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased under the Plan as original
issue shares with reinvested cash dividends is 97% of the mean of the high and
low sales prices for such shares on the applicable investment date. The price
of shares of Common Stock purchased under the Plan as original issue shares with
optional cash payments is 100% of the mean of the high and low sales prices for
such shares on the applicable investment date. In the case of open market
purchases for either reinvested cash dividends or optional cash payments, the
purchase price will be 100% of the average price paid by the Bank for all
purchases for a single cash dividend or optional cash payment.
Since purchase prices for the Common Stock are established on the applicable
investment date, a Participant loses any advantages otherwise available from
being able to select the timing of investments. Participants should
-6-
<PAGE>
recognize that neither Weeks nor the Bank can assure a profit or protect against
a loss on shares of Common Stock purchased under the Plan.
13. What is the source of shares purchased under the Plan?
It is anticipated that all of the shares under the Plan will be issued out
of Weeks' authorized but unissued shares of Common Stock. The Plan, however,
does provide the Bank the flexibility of using dividends and optional cash
payments to purchase shares of Common Stock on the open market.
14. How are optional cash payments made?
Optional cash payments may be made at any time and in varying amounts of
not less than $100 per payment or more than $7,500 per month. A shareholder may
make an optional cash payment when enrolling in the Plan by enclosing a check
(made payable to Wachovia Bank of North Carolina, N.A.) with the Authorization
Card. Thereafter, optional cash payments may be made through the use of optional
cash payment forms which will be sent to Participants by the Bank.
Optional cash payments will be invested monthly, generally on the first
business day of each month or, if the Common Stock is not traded on such day,
the next trading day. However, only payments received no later than the fifth
business day preceding the related monthly investment date will be invested on
the related investment date. Optional cash payments received after the fifth
business day preceding the related monthly investment date will be invested on
the following monthly investment date. NO INTEREST WILL BE PAID ON OPTIONAL
CASH PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS A
PARTICIPANT WISHES TO MAKE BE SENT SO THAT IT WILL REACH THE BANK AS CLOSE AS
POSSIBLE TO THE 25TH DAY OF THE MONTH PRECEDING THE MONTHLY INVESTMENT DATE.
The same amount of money need not be sent each month, and there is no obligation
to make an optional cash payment each month.
A shareholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Card. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the Participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
Reports to Participants
15. What kind of reports will be sent to Participants in the Plan?
Shareholders who participate in the Plan through the reinvestment of
dividends will be sent a quarterly statement of their accounts and shareholders
who participate through the investment of optional cash payments will be sent a
monthly statement for any months within which an optional cash payment is
invested. These statements of account will show any cash dividends and optional
cash payments received, the number of shares purchased, the purchase price for
the shares, the number of Plan shares held for the Participant by the Bank, the
number of enrolled shares registered in the name of the Participant, and an
accumulation of the transactions for the calendar year to date. Quarterly
statements will be mailed as soon as practicable after each dividend payment
date, and monthly statements will be mailed on or about the tenth day of each
month. These statements are a Participant's continuing record of the cost of
his purchases and should be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every other
holder of shares of Common Stock, including Weeks' Annual Report, Notice of
Annual Meeting and Proxy Statement and income tax information for reporting
distributions (including dividends) paid by Weeks.
-7-
<PAGE>
Dividends
16. How are dividends credited to Participants' accounts under the Plan?
On shares of Common Stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant's account and reinvested in additional shares of Common Stock. Cash
dividends also will be automatically reinvested on all shares which have been
purchased under the Plan and credited to a Participant's account; provided,
however, that no dividends will be earned on such shares purchased under the
Plan until the dividend payment for the first dividend record date which follows
the date of purchase of such shares. On shares of Common Stock for which a
Participant has not directed that dividends be reinvested and on shares owned by
shareholders who are not participating in the Plan, cash dividends, as declared,
will be received by them by check as usual.
Stock dividends or stock splits distributed by Weeks on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant.
17. Will Participants be credited with dividends on fractions of shares?
Yes. Account balances will be computed to four decimal places and
dividends will be paid on the fractional shares.
Certificates for Shares
18. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. Shares will be held in the name of
the Bank or its nominees. The number of shares credited to a Participant's
account under the Plan will be shown on his statement of account. This service
protects against loss, theft or destruction of stock certificates. Certificates
for any number of whole shares credited to an account under the Plan will be
issued upon the written request of a Participant.
The remaining whole shares and fractions of shares, if any, will continue
to be credited to the Participant's account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant's account, will
not constitute a termination of participation in the Plan by the Participant.
Termination may be effected only through the delivery to the Bank of a notice of
termination as outlined in Question 20, "How does a Participant terminate
participation in the Plan?"
Shares held by the Bank for the account of a Participant may not be
pledged. A Participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his name.
Certificates for fractions of shares will not be issued under any
circumstances.
19. In whose name will certificates be issued?
A Participant's account under the Plan will be maintained in the name in
which his shares of Common Stock were registered at the time he enrolled in the
Plan. Consequently, if and when certificates for shares held under the Plan are
issued, such certificates will be issued only in that name. Certificates will
be issued for whole shares only.
Termination of Participation
20. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan at any time by giving
written notification to the Bank. A Participant's notice of termination takes
effect when such written notice is received by the Bank; provided,
-8-
<PAGE>
however, if the notice of termination is received less than five business days
prior to the record date for a dividend payment date, the dividend will be
reinvested for that Participant's account. The Bank may terminate a
Participant's account by mailing a written notice of termination to the
Participant 30 days prior to such termination. The account then will be
terminated and all subsequent dividends will be paid to the Participant. When a
Participant terminates participation in the Plan, or upon termination of such
participation by the Bank, certificates for whole shares credited to a
Participant's account under the Plan will be issued to him and a cash payment
will be made for any fractional share. However, in the Participant's notice of
termination of participation in the Plan, the Participant may, if he desires,
direct that all of the shares credited to his account in the Plan, whether whole
or fractional, be sold. Such sales will be made at market. Any brokerage fees
and transfer taxes in connection with effecting such sales will be paid by the
withdrawing Participant. The proceeds of the sale, net of such expenses, will be
sent to the Participant.
Former Participants may become Participants in the Plan again at any time
by signing a new Authorization Card and returning it to the Bank.
Sales of Plan Shares
21. May a portion of a Participant's Plan shares be sold?
A Participant may sell all or part of shares of Common Stock held in the
Plan in either of two ways. First, the Participant may request certificates for
full shares and arrange for the sale of these shares through a securities broker
of the Participant's choice. Alternatively, within 10 business days after
receipt of written instructions, the Bank will sell any portion or all of the
shares held by the Bank for the Participant. Such shares will be sold through
independent securities brokers selected by the Bank in its sole discretion. The
Participant will be charged a commission, transfer and other taxes and other
transaction expenses, which amounts will be deducted from the cash proceeds paid
to the Participant. Shares being sold for the Participant may be aggregated with
those of other Plan Participants who have requested sales. In that case, the
Participant will receive proceeds based on the average sales price of all shares
sold, less a pro rata share of brokerage commissions, transfer and other taxes
and other transaction expenses. A check representing the proceeds of the sale of
shares will be forwarded to the Participant as soon as practicable after
settlement of the sale.
Tax Consequences of Participation in the Plan
22. What are the federal income tax consequences of participation in the Plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code") the purchase of shares of Common Stock under the Plan will
generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for federal
income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Common Stock
pursuant to the Plan. The full amount of cash dividends reinvested
under the Plan plus the 3% purchase discount represent dividend income
to Participants. In addition, the amount of any brokerage commissions,
mark-ups, and other fees or expenses incurred by Weeks on behalf of a
Participant in connection with such purchases on the open market will
also constitute a dividend to such Participant for federal income tax
purposes.
(b) Dividends paid to corporate shareholders, including amounts taxable as
dividends to corporate Participants under (a) above, will not be
eligible for the corporate dividends-received deduction under the
Code.
(c) A Participant's tax basis in additional shares of Common Stock
acquired under the Plan will be equal to the amount treated as a
dividend for federal income tax purposes. The Participant's holding
period for such shares of Common Stock will commence on the day after
the investment date.
(d) A Participant will not realize any taxable income upon the receipt of
a certificate for full shares credited to the Participant's account. A
Participant will recognize gain or loss when a fractional share
interest is liquidated or when the Participant sells or exchanges
shares received from the Plan. Such
-9-
<PAGE>
gain or loss will equal the difference between the amount which the
Participant receives for such fractional share interest or such shares
and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax required
to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.
Other Information
23. What happens if Weeks issues a stock dividend, declares a stock split or
has a rights offering?
Any stock dividends or stock splits distributed by Weeks on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant in the same manner as to
shareholders who are not participating in the Plan.
In the event Weeks makes available to shareholders rights to purchase
additional shares of Common Stock or other securities, such rights will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their Plan accounts on the
record date established for determining shareholders who are entitled to such
rights.
24. How will a Participant's shares be voted at meetings of shareholders?
The Bank will forward, as soon as practicable, any proxy solicitation
materials to the Participant. The Bank will vote any full and/or fractional
shares of Common Stock that it holds for the Participant's account in accordance
with the Participant's directions. If a Participant does not return a signed
proxy to the Bank, the Bank will not vote such shares.
25. What is the responsibility of Weeks under the Plan?
Neither Weeks nor the Bank will be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any claims of
liability arising out of failure to terminate a Participant's account upon such
Participant's death or adjudicated incompetency prior to the receipt of notice
in writing of such death or adjudicated incompetency, the prices at which shares
are purchased for the Participant's account, the times when purchases are made
or fluctuations in the market value of the Common Stock. Neither Weeks nor the
Bank has any duties, responsibilities or liabilities except those expressly set
forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT WEEKS CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE PLAN.
26. May the Plan be changed or discontinued?
While the Plan is intended to continue indefinitely, Weeks reserves the
right to suspend or terminate the Plan at any time. Weeks also reserves the
right to make modifications to the Plan. Notice of such suspension, termination
or modification will be sent to all Participants.
Weeks intends to use its best efforts to maintain the effectiveness of the
Registration Statement filed with the Commission covering the offer and sale of
Common Stock under the Plan. However, Weeks has no obligation to offer, issue
or sell Common Stock to Participants under the Plan if, at the time of the
offer, issuance or sale, such Registration Statement is for any reason not
effective. Also, Weeks may elect not to offer or sell Common Stock under the
Plan to Participants residing in any jurisdiction or foreign country where, in
the judgment of Weeks, the burden or expense of compliance with applicable blue
sky or securities laws makes such offer or sale there impracticable or
inadvisable. In any of these circumstances, dividends, if, as and when
declared, will be paid in
-10-
<PAGE>
the usual manner to the shareholders and any optional cash payments received
from such shareholder will be returned to him.
-11-
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of original issue shares of Common Stock
issued under the Plan will be used to increase working capital and for other
general corporate purposes. Weeks has no basis for estimating either the number
of shares of Common Stock that ultimately will be sold pursuant to the Plan or
the prices at which such shares will be sold.
Weeks will not receive any funds under the Plan from the purchase of shares
of Common Stock in the open market by the Bank.
EXPERTS
The consolidated and combined financial statements and related financial
statement schedule incorporated by reference in this Prospectus and the
Registration Statement by reference to Annual Report on Form 10-K for the year
ended December 31, 1998, 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.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered pursuant
to this Prospectus will be passed upon for Weeks by King & Spalding, Atlanta,
Georgia. George D. Busbee, a director of Weeks, is of counsel to King &
Spalding.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Weeks has entered into indemnification agreements with each of Weeks'
directors. The indemnification agreements require, among other things, that
Weeks indemnify its directors to the fullest extent permitted by applicable law
as enacted or amended, and advance to directors all reasonable expenses, subject
to reimbursement if it is subsequently determined that indemnification is not
permitted. Weeks also must indemnify and advance all reasonable expenses
incurred by directors seeking to enforce their rights under the indemnification
agreements, and cover directors under Weeks' directors' and officers' liability
insurance. Although the indemnification agreements offer substantially the same
scope of coverage afforded by provisions in Weeks'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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
-12-
<PAGE>
================================================================================
You may rely only on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor the sale of common
stock means that information contained in this prospectus is correct after the
date of this prospectus. This prospectus is not an offer to sell or
solicitation of an offer to buy these shares of common stock in any
circumstances under which the offer or solicitation is unlawful.
---------------------
TABLE OF CONTENTS
Page
----
Where You Can Find More Information. 2
Incorporation of Certain Documents
by Reference...................... 2
The Company......................... 2
Recent Developments................. 3
Description of the Plan............. 4
Use of Proceeds..................... 12
Experts............................. 12
Legal Matters....................... 12
Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................... 12
================================================================================
150,000 Shares
WEEKS CORPORATION
Common Stock
-------------
PROSPECTUS
-------------
April 29, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance and Distribution.
The following table sets forth the estimated fees and expenses payable by
Weeks in connection with the issuance and distribution of the shares of Common
Stock registered hereby:
Registration Fee.................................................. $ 1,384.14
NYSE Listing Fee.................................................. $ 1,500.00
Printing and duplicating expenses................................. $ 5,000.00
Legal fees and expenses........................................... $10,000.00
Accounting fees and expenses...................................... $ 5,000.00
Blue Sky fees and expenses........................................ $ 5,000.00
Miscellaneous..................................................... $ 5,000.00
Total........................................................ $32,884.14
Item 15. Indemnification of Directors and Officers.
As permitted by the Georgia Business Corporation Code (the "GBCC"), Weeks'
Amended and Restated Articles of Incorporation (the "Articles") provide that a
director shall not be personally liable to Weeks or its shareholders for
monetary damages for breach of duty of care or any other duty as a director,
except that such provision shall not eliminate or limit the liability of a
director (a) for any appropriation, in violation of his duties, of any business
opportunity of Weeks, (b) for acts or omissions that involve intentional
misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director received an
improper personal benefit. The Articles further provide that if the GBCC is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of Weeks shall
be eliminated or limited to the fullest extent permitted by the GBCC, as
amended.
Under Article VI of Weeks' Bylaws, Weeks 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
against liability (as defined in the GBCC), incurred in the proceeding, if he
acted in a manner he believed in good faith to be in or not opposed to the best
interests of Weeks and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Weeks is required to pay
for or reimburse the reasonable expenses incurred by a director or officer who
is a party to a proceeding in advance of final disposition of the proceeding if:
(a) Such person furnishes Weeks a written affirmation of his good faith
belief that he has met the standard of conduct set forth above; and
(b) Such person furnishes Weeks a written undertaking, executed personally or
on his behalf, to repay any advances if it is ultimately determined that
he is not entitled to indemnification.
The written undertaking required by paragraph (b) above must be an unlimited
general obligation of such person but need not be secured and may be accepted
without reference to financial ability to make repayment.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in Article
VI of Weeks' Bylaws are not exclusive of any other right which any person may
have under any statute, provision of the Weeks' Articles, provision of Weeks'
Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
The agreement of limited partnership of Weeks Realty, L.P. (the "Partnership
Agreement") also provides for indemnification of Weeks and its officers and
II-1
<PAGE>
directors so long as they acted in good faith, except that Weeks Realty, L.P.
(the "Operating Partnership") shall not indemnify any such person for any
intentional misconduct or knowing violation of law or for any transaction for
which such person received a personal benefit in violation or breach of any
provision of the Partnership Agreement, and limits the liability of Weeks and
its officers and directors to the Operating Partnership and its partners except
for matters for which they are not indemnified.
Weeks's directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations. Weeks's directors and officers are insured against damages from
actions and claims incurred in the course of their duties, and Weeks is insured
against expenses incurred in defending lawsuits arising from certain alleged
acts of its directors and officers.
Weeks has entered into indemnification agreements with each of Weeks'
directors. The indemnification agreements require, among other things, that
Weeks indemnify its directors to the fullest extent permitted by applicable law
as enacted or amended, and advance to directors all reasonable expenses, subject
to reimbursement if it is subsequently determined that indemnification is not
permitted. Weeks also must indemnify and advance all reasonable expenses
incurred by directors seeking to enforce their rights under the indemnification
agreements, and cover directors under Weeks' directors' and officers' liability
insurance. Although the indemnification agreements offer substantially the same
scope of coverage afforded by provisions in Weeks' 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.
Item 16. Exhibits.
Exhibit
No. Description
------- -----------
5.1 Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 Consent of King & Spalding (included as part of
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on page II-3)
Item 17. Undertakings.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia on the 29th day of April, 1999.
WEEKS CORPORATION
By: /s/ David P. Stockert
----------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
We, the undersigned directors and officers of Weeks Corporation, do hereby
constitute and appoint A. Ray Weeks, Jr., Thomas D. Senkbeil, Forrest W.
Robinson and David P. Stockert, and each and any of them, our true and lawful
attorneys-in-fact and agents, to do any and all acts and things in our names and
on our behalf in our capacities as directors and officers and to execute any and
all instruments for us and in our name in the capacities indicated below, which
said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable in order to enable Weeks Corporation to comply with the Securities Act
of 1933 and any rules, regulations and any requirements of the Securities and
Exchange Commission, in connection with this registration statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that said attorneys-in-fact and agents, or any of them, shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities indicated as of the 29th day of April, 1999.
Signature Title
--------- -----
/s/ A. Ray Weeks, Jr. Chairman of the Board and Chief
- - ------------------------------------ Executive Officer and a Director
A. Ray Weeks, Jr. (Principal Executive Officer)
/s/ Thomas D. Senkbeil Vice Chairman of the Board and Chief
- - ------------------------------------ Investment Officer and a Director
Thomas D. Senkbeil
/s/ Forrest W. Robinson President and Chief Operating Officer
- - ------------------------------------ and a Director
Forrest W. Robinson
/s/ David P. Stockert Senior Vice President and Chief
- - ------------------------------------ Financial Officer (Principal
David P. Stockert Financial Officer)
II-3
<PAGE>
/s/ Arthur J. Quirk Vice President and Controller
- - ------------------------------------ (Principal Accounting Officer)
Arthur J. Quirk
/s/ Barrington H. Branch Director
- - ------------------------------------
Barrington H. Branch
/s/ George D. Busbee Director
- - ------------------------------------
George D. Busbee
/s/ Charles R. Eitel Director
- - ------------------------------------
Charles R. Eitel
/s/ William O. McCoy Director
- - ------------------------------------
William O. McCoy
/s/ John W. Nelley, Jr. Director
- - ------------------------------------
John W. Nelley, Jr.
/s/ Harold S. Lichtin Director
- - ------------------------------------
Harold S. Lichtin
/s/ William Cavanaugh III Director
- - ------------------------------------
William Cavanaugh III
/s/ Armando Codina Director
- - ------------------------------------
Armando Codina
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. Description Number
------- ------
5.1 Opinion of King & Spalding regarding the validity
of the securities being registered
23.1 Consent of King & Spalding (included as part
of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on page II-3)
- - ------------------------
II-5
<PAGE>
EXHIBIT 5.1
April 29, 1999
Weeks Corporation
4497 Park Drive
Norcross, Georgia 30093
Re: Form S-3 Registration Statement relating to 150,000 shares of Common
--------------------------------------------------------------------
Stock, par value $.01 per share, of Weeks Corporation
-----------------------------------------------------
Gentlemen:
We have acted as counsel for Weeks Corporation, a Georgia corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering from time to time of up to 150,000 shares of Common Stock (the
"Shares"), par value $.01 per share, of the Company, by the Company, as
described in the Registration Statement. As such counsel, we have examined and
relied upon such records, documents, certificates and other instruments as in
our judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have assumed
the same to have been properly given and to be accurate. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Registration Statement.
Based upon the foregoing, we are of the opinion that:
(i) The Company is a corporation validly existing and, based solely on a
certificate of the Secretary of State of the State of Georgia, in good
standing under the laws of the State of Georgia; and
(ii) Upon the issuance and sale of the Shares as described in the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
<PAGE>
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ King & Spalding
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 26,
1999 included in Weeks Corporation's Annual Report on Form 10-K for the year
ended December 31, 1998, and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 28, 1999
